The Baring Emerging Markets Umbrella Fund The Baring Emerging

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					PROSPECTUS




             The Baring Emerging Markets
             Umbrella Fund
                                T HE B ARING E MERGING M ARKETS U MBRELLA F UND



Table of Contents
Prospectus dated June 2003 ................................................................................................................................... 1
Supplemental Prospectus dated December 2003 ................................................................................................. 41
Supplemental Prospectus dated April 2005 .......................................................................................................... 47




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T HE B ARING E MERGING M ARKETS U MBRELLA F UND




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                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Investment in units (“Units”) in The Baring Emerging Markets Umbrella Fund (the “Unit Trust”) involves special risks - see
“Risk Factors” commencing on page 12. Investment in the Unit Trust should be regarded as being long term in nature
and is only suitable for sophisticated investors who understand the risks involved. If you are in any doubt as to whether
or not investment in the Unit Trust is suitable for you or about the contents of this Prospectus, you should consult your
stockbroker, bank manager, solicitor, accountant or other financial adviser.

The Directors of Baring International Fund Managers (Ireland) Limited (the “Managers”) whose names appear on page 8,
are the persons responsible for the information contained in this Prospectus. To the best of the knowledge and belief of
the Directors (who have taken all reasonable care to ensure such is the case) the information contained in this
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The
Directors accept responsibility accordingly.




                                                      Prospectus
                               THE BARING EMERGING MARKETS UMBRELLA FUND

                                          Baring Global Emerging Markets Fund
                                                Baring Latin America Fund
                                           Baring Emerging Opportunities Fund

                                                       (the “Funds”)


Units of the Funds issued and to be issued, are listed on the Official List of The Irish Stock Exchange Limited.

Distribution of this Prospectus is not authorised in any jurisdiction unless accompanied by a copy of the then latest
published annual report of the Unit Trust and, if published after such report or annual report, a copy of the latest semi-
annual report. Such reports and this Prospectus together form the prospectus for the issue of Units.

Important: if you are in any doubt about the contents of this offering document, you should seek independent
financial advice.


                                                                                                             th
                                                                                                     Dated 25 June, 2003




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                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


The Unit Trust is a unit trust constituted by a Trust Deed governed by the laws of Ireland. It is authorised in Ireland as an
undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for
Collective Investment in Transferable Securities) Regulations, 1989 (S.I. No. 78 of 1989) (the “Regulations”).
Accordingly, the Unit Trust is supervised by the Central Bank of Ireland (the “Central Bank”). Accordingly the Funds are
supervised by the Central Bank. Authorisation by the Central Bank is not an endorsement or guarantee of the Funds nor
is the Central Bank responsible for the contents of this Prospectus.

The authorisation of the Funds by the Central Bank shall not constitute a warranty as to the performance of the
Funds and the Central Bank shall not be liable for the performance or default of the Funds.

The Unit Trust has been certified by the competent Irish regulatory authorities as complying with the conditions
necessary to enjoy the rights conferred by EC Council Directive No. 85/611/EEC as amended (the “UCITS Directive”) on
the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in
transferable securities (UCITS).

The Unit Trust is a recognised collective investment scheme for the purposes of Section 86 of the Financial Services Act,
1986 (the “FS Act”) of the United Kingdom. This Prospectus will be distributed in the United Kingdom by or on behalf of
the Managers and is approved by Baring Asset Management Limited (“BAML”), which is authorised and regulated by the
Financial Services Authority (“FSA”) for the purposes of Section 57 of the FS Act. At midnight 30 November 2001, the FS
Act was succeeded by the Financial Services and Markets Act 2000 (“FSMA”) from which time any reference to a section
of the FS Act herein shall be taken to be a reference to the corresponding section in the FSMA.

The Unit Trust has been authorised by the Securities & Futures Commission in Hong Kong, but in giving such
authorisation the Securities & Futures Commission does not take any responsibility for the financial soundness of the
Funds or the Unit Trust or the accuracy of any statements made or opinions expressed in this Prospectus and does not
imply that investment in Units is officially recommended by the Securities & Futures Commission.

The Unit Trust is currently authorised for public marketing in Austria, Belgium, Finland, France, Germany, Greece,
Luxembourg, Norway, Sweden and Switzerland. Details are set out in Appendices I and II. The Unit Trust is currently
authorised for marketing to institutional investors in Denmark.

As opportunities arise for wider marketing, the Managers may decide to make application to relevant authorities for public
marketing of the Unit Trust in other jurisdictions.

BAML is acting for the Managers in relation to this Prospectus and matters relating thereto and it or any of its associates
may have an interest or position in Units in the Unit Trust. It is not acting for, or advising, or treating as its customer, any
other person (unless other arrangements apply between BAML and such person) in relation to investment in the Unit
Trust and will not be responsible for providing to any such other person best execution or any other of the protections
afforded to its customers.

No person receiving either a copy of this Prospectus or an application form may treat this Prospectus or the application
form as constituting an invitation to him to purchase or subscribe for Units, nor should he in any event use the application
form, unless in the relevant territory such an invitation could lawfully be made to him, or the application form could
lawfully be used, without compliance with any registration or other legal requirements. Any person wishing to make an
application should satisfy himself as to the observance of the laws of any relevant territory, including the obtaining of any
requisite governmental or other consents and the observing of any other formalities.

Units have not been registered under the United States Securities Act of 1933 (as amended) and may not be directly or
indirectly offered or sold in the United States or to any United States person. “United States” means the United States of
America, its territories, possessions and all areas subject to its jurisdiction (including the Commonwealth of Puerto Rico),
and “United States person” means any citizen or resident of the United States, any corporation, trust, partnership or other
entity created or organised in or under the laws of the United States or any state thereof or any estate or trust the income
of which is subject to United States federal income tax regardless of source.

The Trust Deed gives powers to the Managers to redeem or require the transfer of Units held by any United States
person or by any person in breach of the laws or requirements of any country or government authority or by any person
or persons in circumstances (whether directly or indirectly affecting such person or persons, and whether taken alone or
in conjunction with any other persons, connected or not, or any other circumstances appearing to the Managers to be
relevant) which, in the opinion of the Managers, might result in the Trustee or the Unit Trust incurring any liability to
taxation or suffering any other pecuniary disadvantage which the Trustee or the Unit Trust might not otherwise have
incurred or suffered.

Any information given, or representations made, by any dealer, salesman or other person not contained in this
Prospectus or the accompanying documents should be regarded as unauthorised and should accordingly not be relied
upon. Neither the delivery of this Prospectus nor the offer, issue or sale of Units shall, under any circumstances,
constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date
of this Prospectus.

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                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Potential subscribers of Units should inform themselves as to (a) the possible tax consequences, (b) the legal
requirements and (c) any foreign exchange restrictions or exchange control requirements which they might encounter
under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subscription,
holding or disposal of Units. Potential subscribers’ attention is drawn to the risk factors described on pages 12-13.

The Units issued for each Fund are listed on The Irish Stock Exchange Limited and the Channel Islands Stock
Exchange. Application has been made to list the Units of the Baring Emerging Opportunities Fund on the Channel
Islands Stock Exchange and The Irish Stock Exchange. This Prospectus constitutes the listing particulars (“Listing
Particulars”) with respect to such application. It is expected that such Units will be admitted and dealing will commence
on or about the Closing Date. The Managers do not anticipate that an active secondary market will develop in the Units.

Neither the admission of the Units to the Official List nor the approval of listing particular documents pursuant to the
listing requirements of The Irish Stock Exchange Limited or the Channel Islands Stock Exchange shall constitute a
warranty or representation by The Irish Stock Exchange Limited or the Channel Islands Stock Exchange as to the
competence of the service providers to, or any other party connected with, the Unit Trust, the adequacy of information
contained in the Listing Particulars or the suitability of the Unit Trust for investment purposes.

In this Prospectus, “dollar”, “cent” and the sign “US$” refer to the currency of the United States of America, “sterling”,
“pence” and the sign “£” refer to the currency of the United Kingdom of Great Britain and Northern Ireland, and “Euro”
and “EUR” and the sign € refer to the currency of certain member states of the European Union. References to The Irish
Stock Exchange are to The Irish Stock Exchange Limited.

This Prospectus may be translated into languages other than English. Such translations will be direct translations but in
the event of any inconsistency, the English language version of this Prospectus will prevail. Prospective Unitholders in
Germany should note, however, that subject to the provisions of the UCITS Directive, the requirements of German
legislation relating to consumer and investor protection may mean that in the event of a dispute a German court would
treat the text of a German translation of this Prospectus as taking precedence over the English language version.




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                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


                                     Directors, Managers and Advisors

MANAGERS                                                ADMINISTRATOR AND REGISTRAR
Baring International Fund Managers                      International Fund Managers (Ireland) Limited
(Ireland) Limited                                       IFSC House,
Registered Office:                                      International Financial Services Centre,
IFSC House,                                             Dublin 1,
International Financial Services Centre,                Ireland
Dublin 1,
Ireland                                                 HONG KONG REPRESENTATIVE
                                                        Baring International Fund Managers Limited
DIRECTORS OF THE MANAGERS                               19th Floor, Edinburgh Tower,
Neena Aeri                                              15 Queen’s Road Central,
IFSC House,                                             Hong Kong
International Financial Services Centre,
Dublin 1,                                               LEGAL ADVISERS
Ireland                                                 IRISH LAW
                                                        Dillon Eustace
William Nicholas Collins                                Grand Canal House,
P.O. Box 71,                                            1 Upper Grand Canal Street,
Trafalgar Court,                                        Dublin 4,
Les Banques,                                            Ireland
St. Peter Port,
Guernsey, GY1 3DA,                                      LEGAL ADVISERS
Channel Islands                                         HONG KONG LAW
                                                        Deacons
George Harvey                                           Alexandra House,
155 Bishopsgate,                                        3rd – 7th and 18th Floors,
London EC2M 3XY,                                        Central,
England                                                 Hong Kong

Victor Holmes                                           AUDITORS
IFSC House,                                             PricewaterhouseCoopers
International Financial Services Centre,                Chartered Accountants,
Dublin 1,                                               George’s Quay,
Ireland                                                 Dublin 2,
                                                        Ireland
Juliette Home
155 Bishopsgate,                                        SPONSORING BROKERS
London EC2M 3XY,                                        NCB Stockbrokers Limited
England                                                 3 George’s Dock,
                                                        International Financial Services Centre,
INVESTMENT MANAGER                                      Dublin 1,
Baring Asset Management (Asia) Limited                  Ireland
19th Floor, Edinburgh Tower,
15 Queen’s Road Central,                                Guernsey International Fund Managers Limited
Hong Kong                                               Trafalgar Court,
                                                        Les Banques,
TRUSTEE                                                 St Peter Port,
Barings (Ireland) Limited                               Guernsey,
IFSC House,                                             Channel Islands
International Financial Services Centre,
Dublin 1,
Ireland




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                                   T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Table of Contents
Introduction .............................................................................................................................................................. 6
Managers, Trustee, Administrator and Registrar...................................................................................................... 7
Directors of the Managers ........................................................................................................................................ 8
Hong Kong Representative ...................................................................................................................................... 8
Investment Policy: General ....................................................... ………………………………………………………...8
Investment Objectives and Policies ......................................................................................................................... 9
Risk Factors ........................................................................................................................................................... 12
Investment Restrictions .......................................................................................................................................... 14
Efficient Portfolio Management ........................................................ …………………………………………………..15
Borrowings ............................................................................................................................................................. 16
Portfolio Transactions and Managers’ Unit Dealing ............................................................................................... 17
Distribution Policy................................................................................................................................................... 17
Reinvestment of Income Distributions.................................................................................................................... 18
Trust Deed ............................................................................................................................................................. 18
Custodianship ........................................................................................................................................................ 18
Reports and Accounts ............................................................................................................................................ 18
Charges and Expenses .......................................................................................................................................... 19
Taxation ................................................................................................................................................................. 20
Subscriptions.......................................................................................................................................................... 25
Application Procedure ............................................................................................................................................ 26
Realisation of Units ................................................................................................................................................ 27
Conversion of Units................................................................................................................................................ 29
Certificates and Transfer of Units........................................................................................................................... 29
Publication of Prices............................................................................................................................................... 30
Allocation of Assets and Liabilities ......................................................................................................................... 30
Meetings of Unitholders ......................................................................................................................................... 30
Duration of the Unit Trust ....................................................................................................................................... 31
Miscellaneous ........................................................................................................................................................ 31
Documents available for Inspection ....................................................................................................................... 32
Appendix I – Information for investors in
(i)       Austria......................................................................................................................................................... 33
(ii)      Belgium ....................................................................................................................................................... 33
(iii)     Denmark .................................................................................................................................................... 34
(iv)      France......................................................................................................................................................... 36
(v)       Germany ..................................................................................................................................................... 36
(vi)      Luxembourg ................................................................................................................................................ 36
(vii)     Switzerland ................................................................................................................................................. 37
Appendix II – Registration/Listing Status................................................................................................................ 39
Enquiries To ........................................................................................................................................................... 40
Application Form .......................................................................................................................................Back Page




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                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Introduction
The Baring Emerging Markets Umbrella Fund (the “Unit Trust”) is a unit trust managed by Baring International Fund
Managers (Ireland) Limited and is designed to give both individual and institutional investors the benefit of experienced
professional portfolio management. The Unit Trust was established pursuant to a Trust Deed dated 11th February, 1992
(as supplemented from time to time being hereinafter referred to as the “Trust Deed”) made between Baring International
Fund Managers (Ireland) Limited as Managers and Barings (Ireland) Limited as Trustee (the “Trustee”) and authorised
by the Central Bank pursuant to the Act. It has been authorised by the Securities and Futures Commission in Hong
Kong. The Unit Trust is an umbrella trust in that different classes of Unit may be issued from time to time by the
Managers with the prior approval of the Central Bank. A separate trust fund (a “Fund”) is maintained for each class of
Unit and is invested in accordance with the investment objective applicable to such Fund to date. Each Fund may create
more than one class of Unit in relation to a Fund and these separate classes of Units may be denominated in different
currencies.

Units are available in the following Funds and denominations:

                FUND                                               BASE CURRENCY        UNIT DENOMINATIONS

                Baring Global Emerging Markets Fund                    US$                  US$, € & £
                Baring Latin America Fund                              US$                  US$ and €
                Baring Emerging Opportunities Fund                     US$                  US$, € & £

Each Fund will be treated as bearing its own liabilities and the Unit Trust will not be liable as a whole to third parties.
Separate accounts and records will be maintained for each Fund.

Units of other classes may be introduced by the Managers from time to time subject to the prior approval of the Central
Bank. On the introduction of any new class of Units the Managers will prepare and issue documentation setting out the
relevant details relating to each such class of Units.

Units are now being made available in an additional Fund, the Baring Emerging Opportunities Fund, the base currency of
which is US dollars.

The initial offer price in respect of the Baring Emerging Opportunities Fund is US$10 (exclusive of the preliminary
                                                       st
charge) in respect of applications received prior to 31 March, 2003 or such other date as the Managers may determine
and notify to the Central Bank (the “Closing Date”). The Managers will not accept an initial subscription for Units of an
amount (inclusive of preliminary charge) which is less than US$5,000, EUR 3,500 or £2,500.

Each Fund will be valued by reference to the net asset value per Unit determined as at 12 noon (Dublin time) each
Dealing Day and Units may normally be purchased, realised or converted by application to Baring Asset Management
Limited (“BAML”), Baring Asset Management France S.A. (“BAMF”) or Baring International Fund Managers Limited
(“BIFM”) on a Dealing Day. Dealing Days are every business day and/or such other day or days as the Managers may,
with the approval of the Trustee, determine, provided that there shall be at least two Dealing Days in each month. A
business day is any day, other than a Saturday or Sunday, on which banks in both Dublin and London are open for
business.

The Managers may decline any application for Units in whole or in part and will not accept a subscription for Units of an
amount (inclusive of the preliminary charge) which is less than EUR 3,500, US$5,000 or £2,500. A preliminary charge of
up to six per cent (or such higher amount as may be approved by an Extraordinary Resolution) of the amount invested
may be made and retained by the Managers in connection with the initial issue and subsequent issues of Units but it is
the intention of the Managers that such charge should not, until further notice, exceed five per cent.

All Unitholders are entitled to the benefit of, are bound by and are deemed to have notice of, the provisions of the Trust
Deed, copies of which are available as mentioned below.

Information in this Introduction is selective and should be read in conjunction with the full text of this Prospectus.




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                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Managers, Trustee, Administrator and Registrar
The Managers of the Unit Trust are Baring International Fund Managers (Ireland) Limited which was incorporated in
Ireland on 16th July, 1990. The issued share capital of the Managers is £100,000, all of which has been paid up in full.

Under the terms of an Investment Management Agreement dated 21st January, 1992, the Managers have delegated
power to determine investment policy and investment management of each Fund to Baring Asset Management (Asia)
Limited (“BAMA”), a company incorporated in Hong Kong on 15th March, 1985. The Investment Management Agreement
provides that the appointment of BAMA may be terminated by either party giving notice in writing to the other party and
provides for the orderly transfer of BAMA’s responsibilities in such circumstances. Subject to Central Bank approval
BAMA may sub-delegate such investment management to other Barings group companies. BAMA provides discretionary
investment management services for a broad range of international clients.

BAMA and the service providers to the Trust may in the course of their business have conflicts of interest with the Unit
Trust. BAMA will, however, have regard to its obligations to act in the best interest of its clients when undertaking any
investments where conflicts of interest may arise and will seek to resolve such conflicts fairly.

The Managers have the right under the Trust Deed to retire at any time upon the appointment of a successor as provided
in the Trust Deed. They may be removed by the Trustee in certain circumstances, including where the holders of not less
than fifty per cent of the Units for the time being in issue so request.

The Trust Deed contains provisions governing the responsibilities of the Managers subject to exclusions in the case of
negligence, default, breach of duty or breach of trust subject to the provisions of the Act and any conditions imposed by
the Central Bank thereunder.

The Trustee of the Unit Trust is Barings (Ireland) Limited a company incorporated in Ireland on 5th July, 1990. The main
activity of the Trustee is to act as trustee/custodian of collective investment schemes.

The Trustee may retire upon the appointment of a new trustee approved by the Central Bank, acceptable to the
Managers and approved by an Extraordinary Resolution of Unitholders.

The Trust Deed contains provisions governing the responsibilities of the Trustee and providing for its indemnification in
certain circumstances, subject to exclusions in the case of its unjustifiable failure to perform its obligations or its improper
performance of them subject to the provisions of the Regulations and any conditions imposed by the Central Bank
thereunder.

Under the terms of an Administrator and Registrar Agreement dated 19th December, 1990 as amended (the
“Administrator Agreement”) entered into between the Managers, the Trustee and International Fund Managers (Ireland)
Limited (“IFMI”), the Managers have appointed IFMI as the Administrator of the Unit Trust. The Trustee has delegated its
duties as registrar to the Managers which have sub-delegated those duties to IFMI. The Administrator Agreement
provides that the appointment of IFMI may be terminated by any party giving not less than six months’ notice in writing to
the others. IFMI, a company incorporated in Ireland on 15th June, 1990, specialises in the administration of investment
funds.

The Managers, BAMA, the Trustee and the Administrator are all ultimately wholly-owned subsidiaries of Baring Asset
Management Holdings Limited (“BAMH”) which in turn is owned by Internationale Nederlanden Groep NV (“ING”), the
largest financial institution in the Netherlands by market capitalisation. BAMH and its subsidiaries (which include BAMA
                             st
and BAML) had, as at 31 October, 2002 approximately US$31.9 billion under management for clients, which include
major international corporations, central and local government bodies, charitable foundations, investment and unit trusts
and private accounts.

In addition to managing the Unit Trust, the Managers also manage The Baring International Umbrella Fund, The Baring
Currency Umbrella Fund, The Baring Capitalisation Umbrella Fund, The Baring Global Umbrella Fund, The Baring Global
Opportunities Umbrella Fund, The Baring Europe Select Feeder Fund and The Baring Korea Feeder Fund. Only the Unit
Trust, The Baring International Umbrella Fund, The Baring Global Umbrella Fund, The Baring Currency Umbrella Fund,
The Baring Global Opportunities Umbrella Fund and The Baring Korea Feeder Fund have been authorised by the
Securities and Futures Commission in Hong Kong. The Baring Capitalisation Umbrella Fund and The Baring Europe
Select Feeder Fund are therefore not available to Hong Kong residents. Only the Unit Trust, The Baring International
Umbrella Fund, The Baring Global Umbrella Fund and The Baring Capitalisation Umbrella Fund are recognised schemes
for the purpose of the FS Act of the United Kingdom.

The Managers will at all times have due regard to their respective duties owed to each fund managed by them (including
each Fund within the Unit Trust) and if any conflict of interest should arise as between any of those funds the Managers
will have regard to their obligations under the Trust Deed and their obligation to act in the best interests of their clients in
seeking to ensure that the conflict is resolved fairly.



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                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Directors of The Managers
The Directors of the Managers are described below:

Neena Aeri
Neena Aeri (born in 1961) is an Associate of the Institute of Chartered Accountants in England and Wales. Ms. Aeri is a
Director and head of the Client Servicing function of the Administrator and has been with the Administrator for ten years.
Ms. Aeri serves as a director on the boards of a number of investment companies.

William Nicholas Collins
William Nicholas Collins (born in 1949) is an Associate of the Chartered Institute of Bankers and a Member of the
Securities Institute. Mr. Collins is a Director of Baring Asset Management (C.I.) Limited, and of Baring Private
Investment Management Limited. Mr. Collins, who is British, joined Barings in 1988 and has over 30 years’ experience
in banking and investment in London, Bermuda, Hong Kong and Guernsey.

George Harvey
George Harvey (born 1961) is an Associate of the Chartered Institute of Bankers and has 20 years financial services
experience covering a wide range of products including specialist investment management services, global custody and
mutual fund sales. Mr. Harvey, who is British, joined Baring Asset Management in 1998 as Head of UK Institutional
Sales, Client Service and Business Development and was promoted to Group Head of Sales in 2002 with responsibility
for all aspects of BAM’s Institutional and Mutual Fund Client Services and Business Development. Prior to joining Baring
Asset Management Mr. Harvey was a Director of Pictet Asset Management UK Ltd where he headed the UK Business
Development team.

Victor Holmes
Victor Holmes (born in 1956) is a Fellow of the Chartered Association of Certified Accountants and has been Managing
Director of the Administrator since 1990. Mr. Holmes, who is British, has served on the boards of a variety of Irish and
Guernsey-based investment companies and related management companies since 1986.

Juliette Home
Juliette Home (born in 1967) joined Barings in 1992 and is Director of Product and Fund Development. Ms Home’s
responsibilities include co-ordinating the restructuring and launch of Barings’ offshore funds and overseeing their
registration. Ms. Home, who is French, graduated from the University of Westminster with a Bachelor of Arts (Hons).

All of the above-named directors act in a non-executive capacity.

Save as disclosed herein no further information is required to be disclosed in relation to the Directors under The Irish
Stock Exchange listing requirement for investment funds.



Hong Kong Representative
BIFM has been appointed by the Managers pursuant to an agreement dated 11th February, 1992 (the “Hong Kong
Representative Agreement”) as the Hong Kong representative to represent the Managers in Hong Kong generally in
relation to the affairs of the Unit Trust. As part of its function as the Hong Kong representative, BIFM will receive
applications for Units from prospective investors in Hong Kong and its localities, arrange for the issue of Unit certificates
(if requested) to successful applicants and deal with realisation requests and other enquiries from Unitholders. The fees
of BIFM as the Hong Kong representative in relation to the Unit Trust will be borne by the Managers.



Investment Policy: General
The investment objective and policies for each subsequent Fund established will be formulated by the Managers at the
time of creation of each Fund.

Investors’ attention is particularly drawn to the fact that the portfolio for each Fund may include deposits, instruments with
floating interest rates and short-term paper including Treasury Bills, certificates of deposit and bankers’ acceptances and
other ancillary liquid assets. The Managers would not expect to retain substantial amounts of assets in this form except
when they consider such investments to be in the best interests of Unitholders.

Investment in derivatives including options, futures and share index futures contracts may also be made subject to the
limits laid down in the Trust Deed, for the purposes of efficient portfolio management, for example, to act as a hedge
against an adverse movement in the value of the portfolio of income-producing securities actually held by the relevant

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                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Fund from time to time. The limits laid down in the Trust Deed include the conditions imposed by the Central Bank
relating to the use of efficient portfolio management techniques, the relevant details of which are summarised under the
“Investment Restrictions”. The Managers may seek to protect the value of investments in different currencies or to
enhance the return from those investments by entering into hedging transactions between currencies other than the base
currency of the fund. Such transactions will not be used to gear the Fund in any way.

The formation of the investment policy for each Fund and any changes to such policy in the light of political and/or
economic conditions is the responsibility of the Managers who may, subject to the Trust Deed, change the investment
policy for any Fund accordingly. The Trust Deed does not restrict investment policy or the investment of the Unit Trust’s
assets save as described under “Investment Restrictions”. The Managers will not, however, change the investment
policies for any Fund for at least three years following the admission of the Units to the Official List of The Irish Stock
Exchange except in exceptional circumstances or in circumstances where the Managers are satisfied that the change is
in the interest of Unitholders and in any circumstances only with the approval of an Extraordinary Resolution of
Unitholders of the relevant class and the Central Bank.



Investment Objectives and Policies
Baring Emerging Opportunities Fund

The investment objective of the Baring Emerging Opportunities Fund is to seek long-term capital growth, primarily
through investment in a concentrated portfolio of developing country equity securities, combined with active management
of the country and sector allocations.

Developing country equity securities for this purpose consist of (i) equity securities of companies incorporated in a
developing country; (ii) equity securities of companies, a substantial proportion of whose revenues derive, or are
expected to derive, from one or more developing countries, or a substantial proportion of whose assets are, or are
expected to be, located in one or more developing countries; (iii) equity securities of, or interests in, investment
companies or similar funds, the investment objective of which is to invest in any one or more developing countries; and
(iv) equity securities not falling within (i), (ii) or (iii) above but which are listed or traded principally on a stock market
which is considered by the Managers to be small, immature or relatively inefficient.

The Managers determine from time to time in which developing countries investment opportunities are sought. Initially,
such developing countries comprised of Argentina, Brazil, China, Chile, Colombia, Czech Republic, Egypt, Hong Kong,
Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, the Philippines, Poland,
Russia, South Africa, Sri Lanka, Taiwan, Thailand, Turkey, Venezuela and Vietnam. The Managers keep this list of
countries under review and may revise it from time to time by the addition of further countries which they consider to be
generally recognised as developing countries by the international financial community and which they consider suitable
for investment by the Unit Trust for the Baring Emerging Opportunities Fund. The Managers may also delete countries
which they consider no longer meet their criteria.

As long as this class of Unit is distributed in Switzerland, investment policy will be to invest not less than sixty-six per
cent of the total market value of the Baring Emerging Opportunities Fund at any one time, in securities issued by
companies incorporated in one or more developing countries, or which have a significant proportion of their assets or
other interests in one or more developing countries, or which carry on their principal business in or from one or more
developing countries.

It is the policy of the Managers to invest the assets of the Baring Emerging Opportunities Fund primarily in developing
country equity securities listed on securities exchanges or actively traded on over-the-counter markets. A list of
exchanges and regulated markets is set out in the Trust Deed in accordance with the requirements of the Central Bank
(see page 14 under the heading “Investment Restrictions”). Equity securities include equity-related instruments, such as
convertible securities and warrants. The Managers may revise the list of exchanges and markets referred to above from
time to time.

Investment may also be made in debt instruments which are traded in or dealt in on any market listed in the Trust Deed
(see page 14 under the heading “Investment Restrictions”). The Managers may revise the list of markets on which debt
instruments may be acquired from time to time.

Subject to the restrictions set out at paragraph (ii) under the heading “Investment Restrictions” on page 14, investment
may be made in instruments which are not listed on a securities exchange or traded over-the-counter.

The policy of the Managers is to maintain diversification in terms of the countries to which investment exposure is
maintained but there is no limit to the proportion of the assets which may be invested in any one country.

Investment by foreign investors in many developing countries is currently restricted. Indirect foreign investment may,
however, be permitted or facilitated in certain of those countries through investment funds which have been specifically

                                                              9
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


authorised for the purpose. It is the policy of the Managers to invest in such funds from time to time. Furthermore, the
Managers may invest in other investment funds offering exposure to any particular developing country or developing
countries where such funds are considered attractive investments in their own right. The Trust Deed contains restrictions
on investment in any such funds which constitute collective investment schemes (see below); that term, however, does
not include closed-ended funds.

Exposure to developing countries is also sought by indirect means, by investing in shares of companies which derive, or
are expected to derive, a substantial proportion of their revenue from, or have, or are expected to have, a substantial
proportion of their assets located in, a developing country or developing countries.

Subject to the percentage of the Baring Emerging Opportunities Fund’s assets which may be invested in unlisted
securities (see “Investment Restrictions” in the Prospectus), the Managers will only invest in securities that are traded on
exchanges and markets which are regulated, operate regularly, are recognised and which are open to the public.

It will not be a primary investment objective of the Managers to acquire assets for the Baring Emerging Opportunities
Fund that will produce a significant level of income.

The Baring Emerging Opportunities Fund is distinctive from the Baring Global Emerging Markets Fund in respect that the
Baring Emerging Opportunities Fund will generally have a higher level of stock, sector and country emphasis than the
Baring Global Emerging Markets Fund.

Baring Global Emerging Markets Fund

The investment objective of the Baring Global Emerging Markets Fund is to seek long-term capital growth primarily
through investment in a diversified portfolio of developing country equity securities.

Developing country equity securities for this purpose consist of (i) equity securities of companies incorporated in a
developing country; (ii) equity securities of companies, a substantial proportion of whose revenues derive, or are
expected to derive, from one or more developing countries, or a substantial proportion of whose assets are, or are
expected to be, located in one or more developing countries; (iii) equity securities of, or interests in, investment
companies or similar funds, the investment objective of which is to invest in any one or more developing countries; and
(iv) equity securities not falling within (i), (ii) or (iii) above but which are listed or traded principally on a stock market
which is considered by the Managers to be small, immature or relatively inefficient.

The Managers determine from time to time in which developing countries investment opportunities are sought. Initially,
such developing countries comprised of Argentina, Austria, Bolivia, Brazil, Chile, Colombia, Egypt, Greece, Hong Kong,
Hungary, India, Indonesia, Ireland, Jordan, Korea, Malaysia, Mexico, Pakistan, Peru, the Philippines, Poland, Portugal,
Sri Lanka, Taiwan, Thailand, Turkey, Venezuela and Vietnam. The Managers keep this list of countries under review
and may revise it from time to time by the addition of further countries which they consider to be generally recognised as
developing countries by the international financial community and which they consider suitable for investment by the Unit
Trust for the Baring Global Emerging Markets Fund. The Managers may also delete countries which they consider no
longer meet their criteria.

As long as this class of Unit is distributed in Switzerland, investment policy will be to invest not less than sixty-six per
cent of the total market value of the Baring Global Emerging Markets Fund, at any one time, in securities issued by
companies incorporated in one or more developing countries, or which have a significant proportion of their assets or
other interests in one or more developing countries, or which carry on their principal business in or from one or more
developing countries.

It is the policy of the Managers to invest the assets of the Baring Global Emerging Markets Fund primarily in developing
country equity securities listed on securities exchanges or actively traded on over-the-counter markets. A list of
exchanges and regulated markets is set out in the Trust Deed in accordance with the requirements of the Central Bank
(see page 14 under the heading “Investment Restrictions”). Equity securities include equity-related instruments, such as
convertible securities and warrants. The Managers may revise the list of exchanges and markets referred to above from
time to time.

Investment may also be made in debt instruments which are traded in or dealt in on any market listed in the Trust Deed
(see page 14 under the heading “Investment Restrictions”). The Managers may revise the list of markets on which debt
instruments may be acquired from time to time.

Subject to the restrictions set out at paragraph (ii) under the heading “Investment Restrictions” on page 14, investment
may be made in instruments which are not listed on a securities exchange or traded over-the-counter.

The policy of the Managers is to maintain diversification in terms of the countries to which investment exposure is
maintained but there is no limit to the proportion of the assets which may be invested in any one country.



                                                              10
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Investment by foreign investors in many developing countries is currently restricted. Indirect foreign investment may,
however, be permitted or facilitated in certain of those countries through investment funds which have been specifically
authorised for the purpose. It is the policy of the Managers to invest in such funds from time to time. Furthermore, the
Managers may invest in other investment funds offering exposure to any particular developing country or developing
countries where such funds are considered attractive investments in their own right. The Trust Deed contains restrictions
on investment in any such funds which constitute collective investment schemes (see below); that term, however, does
not include closed-ended funds.

Exposure to developing countries is also sought by indirect means, by investing in shares of companies which derive, or
are expected to derive, a substantial proportion of their revenue from, or have, or are expected to have, a substantial
proportion of their assets located in, a developing country or developing countries.

Subject to the percentage of the Baring Global Emerging Markets Fund’s assets which may be invested in unlisted
securities (see “Investment Restrictions” in the Prospectus), the Managers will only invest in securities that are traded on
exchanges and markets which are regulated, operate regularly, are recognised and which are open to the public.

It will not be a primary investment objective of the Managers to acquire assets for the Baring Global Emerging Markets
Fund that will produce a significant level of income.

Baring Latin America Fund

The investment objective of the Baring Latin America Fund is to seek long-term capital growth primarily through
investment in Latin American equity securities.

Latin American equity securities for this purpose consist of (i) equity securities listed or traded on Latin American
securities markets; (ii) equity securities of companies incorporated in Latin America; (iii) equity securities of companies, a
substantial proportion of whose revenues derive, or are expected to derive, from Latin America, or a substantial
proportion of whose assets are, or are expected to be, located in Latin America; (iv) equity securities of, or interests in,
investment companies or similar funds, the investment objective of which is to invest in Latin America or in any part of
Latin America.

As long as this class of Unit is distributed in Switzerland, investment policy will be to invest not less than sixty-six per
cent of the total market value of the Baring Latin America Fund, at any one time, in securities issued by companies
incorporated in Latin America, or which have a significant proportion of their assets or other interests in Latin America, or
which carry on their principal business in or from Latin America.

It is the policy of the Managers to invest the assets of the Baring Latin America Fund primarily in Latin American equity
securities, including equity related instruments (such as convertible securities, preferred shares and warrants), listed on
those securities exchanges or actively traded on those over-the-counter markets which are specified in the Trust Deed
made between the Managers and the Trustee. Investment may also be made in debt instruments which are traded in or
dealt in on any such exchange or market. The Managers may revise the list of exchanges and markets referred to above
from time to time.

Investment may also, subject to the restrictions set out in paragraph (ii) under the heading “Investment Restrictions” on
page 14 of the Prospectus, be made in securities and instruments which are not listed on a securities exchange or traded
over-the-counter.

The Managers may invest in investment funds specialising in Latin America where such funds, in the opinion of the
Managers, afford the only, most practicable or principal means of access to a particular Latin American market or
markets or where such a fund represents an attractive investment in its own right. The Trust Deed contains restrictions
on investment in such funds which constitute collective investment schemes; that term does not, however, include
closed-ended funds.

The Managers focused initially on investment in Argentina, Brazil, Chile, Colombia, Mexico, Peru and Venezuela. The
policy is to maintain diversification in terms of the countries to which investment exposure is maintained but there is no
limit to the proportion of the assets which may be invested in any one country. As requested by the Central Bank, the
Managers will not, however, without the prior consent of the Central Bank, invest more than ten per cent of the assets of
the Baring Latin America Fund in securities listed or traded on the stock exchange in Colombia or in securities listed or
traded on the stock exchange in Peru.

It will not be a primary investment objective of the Managers to acquire investments that will produce a significant level of
income.




                                                             11
                      T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Risk Factors
Potential investors should note that the risks inherent in investment by the Unit Trust are of a nature and degree
not typically encountered in investment in securities of listed companies on the major securities markets. Such
risks are both political and economic and include those described below. They are additional to the normal
risks inherent in investing in securities.

In addition, owing to the investment objectives of the Baring Global Emerging Markets Fund, the Baring Latin
America Fund and the Baring Emerging Opportunities Fund, investment in these Funds may involve a greater
degree of risk than is the case with conventional securities schemes. An investment in the Unit Trust should not
constitute a substantial proportion of an investment portfolio.

Investment in the Unit Trust should be regarded as long-term in nature and is only suitable for sophisticated
investors who understand the risks involved. The value of investments and the income from them and therefore
the value of, and income from, the Units of each class can go down as well as up and an investor may not get
back the amount he invests. An investor who realises Units after a short period may, in addition, not realise the
amount originally invested in view of the preliminary charge made on the issue of Units.

Baring Global Emerging Markets Fund and Baring Emerging Opportunities Fund

Repatriation of investment income, capital and the proceeds of sale by the Funds may require governmental
consents in many developing countries. Historically, such governmental consents have been required in
certain countries where this is not currently the case. The Funds could be adversely affected by delays in, or
refusal to grant, any such approval for the repatriation of funds or by any official intervention affecting the
process of settlement of transactions. Economic or political conditions, moreover, could lead to the revocation
or variation of consents granted prior to investment being made in any particular country or to the imposition of
new restrictions. Any significant restrictions imposed on the repatriation of proceeds of sale could result in the
Funds having to suspend redemptions of Units. The Baring Emerging Opportunities Fund is distinctive from the
Baring Global Emerging Markets Fund in respect that the Baring Emerging Opportunities Fund will generally
have a higher level of stock, sector and country risk than the Baring Global Emerging Markets Fund.

Trading volume on the stock exchange of most developing countries can be substantially less than in the
leading stock markets of the developed world, so that accumulation and disposal of holdings may be time
consuming and may need to be conducted at unfavourable prices. Volatility of prices can be greater than in the
developed world. This may result in considerable volatility in the net asset value per Unit and, if sales of a
significant amount of securities have to be effected at short notice in order to meet redemption requests, such
sales may have to be effected at unfavourable prices which would have an adverse effect on the net asset value
per Unit. Moreover, the lack of liquidity in such markets could lead to the Managers having to suspend
redemption of Units if they are unable to sell sufficient securities to raise cash in time to meet redemption
requests.

In certain developing countries, portfolio investment by foreign investors such as the Funds may require
consent or be subject to restrictions. These restrictions and any further restrictions introduced in the future
could limit the availability to the Funds of attractive investment opportunities.

There is in some countries a higher than usual risk of nationalisation, expropriation or confiscatory taxation,
any of which might have an adverse effect on the Funds’ investments in those countries. Many developing
countries are also subject to a higher than usual risk of political changes, government regulation, social
instability or diplomatic developments (including war) which could adversely affect the economies of such
countries and thus the Funds’ investments in those countries. Furthermore, it may be more difficult for the
Fund to obtain effective enforcement of its rights in certain developing countries than in the United Kingdom.

Investments in companies organized in or who principally do business in the independent states that were once
part of the Soviet Union, including the Russian Federation pose special risks, including economic and political
unrest and may lack a transparent and reliable legal system for enforcing the rights of creditors and
shareholders of the Funds. Furthermore, the standard of corporate governance and investor protection in
Russia may not be equivalent to that provided in other jurisdictions. While the Funds may invest to a limited
extent in Russian equities traded on the MICEX and RTS Stock Exchange, the exposure to Russian traded
equities shall not exceed 15 per cent of the net asset value of the Fund.

Evidence of legal title to shares in a Russian company is maintained in book entry form. In order to register an
interest of the Fund’s shares an individual must travel to the company’s registrar and open an account with the
registrar. The individual will be provided with an extract of the share register detailing his interests but the only
document recognised as conclusive evidence of title is the register itself. Registrars are not subject to effective
government supervision. There is a possibility that the Funds could lose their registration through fraud,
negligence, oversight or catastrophe such as a fire. Registrars are not required to maintain insurance against

                                                         12
                      T HE B ARING E MERGING M ARKETS U MBRELLA F UND


these occurrences and are unlikely to have sufficient assets to compensate the Funds in the event of loss. In
other circumstances such as the insolvency of a sub-custodian or registrar, or retroactive application of
legislation, the Funds may not be able to establish title to investments made and may suffer loss as a result. In
such circumstances, the Funds may find it impossible to enforce its right against third parties. Neither the
Fund, the Manager, the Investment Manager, the Custodian nor or any of their agents make any representation
or warranty in respect of, or in guarantee of, the operations or performance of any registrar or sub-custodian.

The economies of many developing countries can be heavily dependent on international trade and, accordingly,
have been and may continue to be adversely affected by trade barriers, managed adjustments in relative
currency values, other protectionist measures imposed or negotiated by the countries with which they trade and
international economic developments generally.

The assets of the Funds will be invested in securities of companies in various countries and income received in
a variety of currencies. The value of the assets of any Funds as measured in dollars may be affected
unfavourably by fluctuations in currency rates and exchange control regulations.

Companies in developing countries are generally not subject to accounting, auditing and financial reporting
standards, practices and disclosure requirements comparable to those applicable to companies in the
developed world. In addition, there is generally less government supervision and regulation of stock
exchanges, brokers and listed companies in most developing countries than in countries with more advanced
securities markets. As a result, there may be less information available publicly to investors in developing
country securities than to investors in companies’ securities in the United Kingdom and the United States
securities markets; such information as is available is often less reliable.

Less statistical data is available in relation to the securities markets of developing countries relative to the
securities markets in the United Kingdom; such data as is available is often less reliable.

Taxation of dividends and capital gains received by foreign investors varies among developing countries and, in
some cases, is comparatively high. In addition, developing countries typically have less well defined tax laws
and procedures and such laws may permit retroactive taxation so that the Unit Trust could in the future become
subject to a local tax liability that had not reasonably been anticipated in the conduct of investment activities or
the valuation of the assets of the Funds. Such uncertainty could necessitate significant provisions being made
in the net asset values per Unit calculations for foreign taxes.

Baring Latin America Fund

Despite a trend towards democracy in a number of Latin American countries, the governments, either elected or
not, of many Latin American countries have exercised, and continue to exercise, substantial influence over
many aspects of the private sector; in some cases, the State owns or controls many companies, including some
of the largest in the country. Future governmental actions could have a significant effect not only on economic
conditions in the country but also on private sector companies and on securities markets. Expropriation,
confiscatory taxation and nationalisation could adversely affect the assets of the Fund. Investments will be
made in companies in countries which are exposed to the risks of political change or periods of political
uncertainty which could also adversely affect the assets of the Fund.

Many Latin American countries have accumulated substantial debt service obligations; Argentina, Brazil and
Mexico are among the world’s largest sovereign debtors. Some governments have entered into debt
restructuring agreements with foreign creditors and have adopted economic policies to facilitate debt servicing
requirements. These factors have adversely affected the economies of these countries in the past and are likely
to continue to do so in the future.

The high rates of inflation experienced by many Latin American countries have also had, and may continue to
have, negative effects on the economies in these countries. In an attempt to control inflation, wage and price
controls have been imposed at times in various countries.

These factors increase the risk of political and social instability in Latin America.

The assets of the Company is invested in Latin American securities and substantially all income will be received
in foreign currencies. The currencies of many of the Latin American countries have depreciated in value
substantially against the dollar in recent years and may depreciate further in the future. Since the net asset
value of the Fund and its income is calculated and reported in dollars, further depreciations in these currencies
could have an adverse impact on the performance of the Fund. The Fund may enter into currency hedging
transactions but appropriate mechanisms on acceptable terms may not be readily available.




                                                          13
                         T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Investment Restrictions
Investment may only be made as permitted by the Trust Deed and Regulations and is subject to any restrictions and
limits set out in the Trust Deed and the Regulations.

The relevant provisions of the Regulations provide that the Managers, in respect of each Fund :

(i)     may invest solely in securities in which the right of transfer is unrestricted (“transferable securities”);

(ii)    may not invest more than 10 per cent of the net assets of such Fund in transferable securities other than:

        (1)    securities listed on a stock exchange or dealt in on a regulated, or recognised market; or
        (2)    recently issued transferable securities which will be admitted to official listing on a stock exchange or
               market within a year. However, a UCITS may invest no more than 10 per cent of its assets in these
               securities;
        for this purpose such markets will, in each case, comprise those in Member States of the European Union or the
        OECD and those listed in the Trust Deed in accordance with the requirements of the Central Bank - the Central
        Bank does not issue a list of approved markets; this list includes certain exchanges and markets in Argentina,
        Bangladesh, Bolivia, Brazil, Bulgaria, Chile, China, Croatia, the New Independent States, Colombia, Costa Rica,
        the Czech Republic, Ecuador, Egypt, Ghana, Hong Kong, Hungary, Iceland, India, Indonesia, Israel, Jamaica,
        Jordan, Kenya, Korea, Kuwait, Malaysia, Mauritius, Mexico, Morocco, Nigeria, Pakistan, Peru, the Philippines,
        Poland, Romania, Singapore, Slovenia, South Africa, Sri Lanka, Taiwan, Thailand, Trinidad and Tobago, Turkey,
        Uruguay, Venezuela, Yugoslavia, Zambia and Zimbabwe;

(iii)   may not invest more than 10 per cent of the net assets of such Fund in transferable securities issued by the same
        issuer nor more than 40 per cent of the net assets in transferable securities of issuers in each of which it invests
        more than 5 per cent of the net assets;

(iv)    notwithstanding (iii) above, may:-

        (1)    invest up to 35 per cent of the net assets of each Fund in transferable securities issued or guaranteed by
               any Member State, non-Member State, local authority of a Member State and any public international
               organisation of which one or more Member States are members;

        (2)    subject to the approval of the Central Bank, invest up to 100 per cent of the net assets of any Fund in
               transferable securities issued or guaranteed by any of the foregoing entities provided that:-

               (a)     the Fund holds securities from at least 6 different issues but securities from any one issue may not
                       account for more than 30 per cent of its net assets;
               (b)     the Trust Deed names the entities issued or guaranteeing securities in which more than 35 per cent
                       of its assets can be invested; and
               (c)     the prospectus or supplemental prospectus and any promotional literature contains a prominent
                       statement drawing attention to the Central Bank’s approval and indicating the entities in which the
                       Fund intends to invest or has invested more than 35 per cent of its net assets.

        The Trust Deed lists for this purpose:-

        A Member State of the European Union
        A local authority of a Member State
        Australia
        Canada
        Japan
        New Zealand
        Norway
        Switzerland
        United States of America
        Asian Development Bank
        Euratom
        European Bank for Reconstruction and Development
        European Coal and Steel Community
        European Union
        European Investment Bank
        Inter-American Development Bank
        International Finance Corporation
        International Monetary Fund

                                                                14
                         T HE B ARING E MERGING M ARKETS U MBRELLA F UND


         World Bank/International Bank for Reconstruction and Development;

(v)      securities acquired in reliance upon (iv) above, shall not be taken into account for the purpose of applying the 40
         per cent limit in (iii); however, the limits provided in (iii) and (iv) above cannot be combined and, in addition, save
         as described at (iv) above the Managers may not, in relation to each Fund, invest more than 35 per cent of its net
         assets in the securities of one issuer;

(vi)     may hold ancillary liquid assets but may not place more than 10 per cent of the net assets of such Fund on
         deposit with any one institution or group of institutions provided that this limit may be increased to 30 per cent for
         deposits with or securities evidencing deposits by:-
         (a)    a bank or other credit institution authorised as such in a member state of the European Union;
         (b)    a bank authorised in a member state of the European Economic Area;
         (c)    a bank authorised by a signatory state to the Basle Capital Convergence Agreement of July 1988; or
         (d)    the Trustee or Barings (Guernsey) Limited;

Related companies/institutions are regarded as a single issuer.

(vii)    may invest in units of other open-ended collective investment undertakings only if the sole object of such
         schemes is the collective investment in transferable securities of capital raised from the public and if they operate
         on the principle of risk-spreading and then no more than 5 per cent of the net assets of each Fund may be
         invested in those entities;

(viii)   may not invest in another investment fund to which it is linked by common management or contract, or by a
         substantial direct or indirect holding unless that other fund specialises in investment in a specific geographical or
         economic sector and the Central Bank has approved such investment; in addition, the manager of the linked
         investment fund in which the investment is made must waive any preliminary or initial charge which it is entitled to
         charge for its own account in relation to the shares or units acquired in such linked investment fund;

(ix)     may not acquire shares carrying voting rights which would enable the Managers to exercise a significant influence
         over the management of an issuer;

(x)      may not, subject to exemptions in the Regulations for certain issuers and guaranteed securities, acquire more
         than:-

         10 per cent of the non-voting shares of any single issuer;
         10 per cent of the debt securities of any single issuer; or
         10 per cent of the units of any single open-ended collective investment scheme;

(xi)     may not invest in precious metals or certificates representing them.

The Managers need not comply with the above investment limit percentages when exercising subscription rights
attaching to securities which form part of the assets of a Fund. If such percentages are exceeded for reasons beyond
the control of the Managers or as a result of the exercise of subscription rights, the Managers will adopt as a priority
objective for its sale transactions the remedying of that situation, taking due account of the interests of Unitholders.

Paragraphs (ix) and (x) above shall not be applicable to (a) transferable securities issued and guaranteed by a Member
State or its local authorities; a non-Member State, a public international body of which one or more Member States are
members and (b) shares held by a UCITS in the capital of a company incorporated in a non-Member State which invests
in assets mainly in the securities of issuers with their registered offices in that State where under the legislation of that
State such a holding represents the only way in which the UCITS can invest in the securities of issuers in that State.



Efficient Portfolio Management
The following summary describes the conditions imposed by the Central Bank on the use of techniques and instruments
relating to transferable securities for the purposes of efficient portfolio management by the Managers as they apply to
each of the Funds.

Futures and Options
1.       Exchange traded futures and option contracts may be used in accordance with each Fund’s investment objectives
         but may not be used for leveraging purposes.




                                                                15
                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


2.     Call options may be purchased provided the exercise value of the option is held at all times in cash or securities
       with a maximum maturity of three months. Uncovered call options may be purchased on condition that the
       exercise value of such call options does not exceed ten per cent of the value of the Fund’s net assets.

3.     Call options may be written provided the Fund at all times holds the underlying securities. Index call options may
       be written provided the Fund at all times holds assets of equivalent value to the underlying value of the call option,
       the price of which can be reasonably expected to perform in a similar manner to the option. Uncovered call
       options may be written on condition that the exercise price of such call options does not exceed ten per cent of
       the value of the Fund’s net assets.

4.     Put options may be purchased provided the Fund at all times holds the underlying securities. Index put options
       may be purchased provided the Fund at all times holds assets of equivalent value to the underlying value of the
       put option, the price of which can be reasonably expected to perform in a similar manner to the option. Uncovered
       put options may be purchased on condition that the exercise price of the options does not exceed ten per cent of
       the value of the Fund’s net assets.

5.     Put options may be written on the condition that the exercise value of the option is at all times held by the Fund in
       cash or securities with a maximum maturity of three months.

6.     Futures contracts may be sold on the condition that the Fund holds either the underlying security or assets of
       equivalent value to the underlying value of the futures contract, the price of which can reasonably be expected to
       perform in a similar manner to the futures contract.

7.     Futures contracts may be purchased on condition that the settlement value of the contract is at all times held by
       the Fund in cash or securities with a maximum maturity of three months.

8.     The total amount of option premium paid or received by the Fund and all amounts of initial margin paid in respect
       of futures contracts may not exceed ten per cent of the value of the Fund’s net assets.

9.     Paragraphs 1 to 8 above do not apply to a transaction which is being effected to close out an existing position.

Currency Hedging
The Fund may also enter into hedging transactions to protect the value of its assets against changes in currency
exchange rates.

Repurchase Agreements
1.     Repurchase and reverse repurchase arrangements may be used by the Fund in accordance with normal market
       practice provided the Fund is at all times in a position to meet its repurchase obligations.

2.     Securities which are subject to repurchase agreements may not be sold before the repurchase term has expired.

Stocklending
The Fund may lend up to fifty per cent of its assets on terms that collateral with a value greater than that of the assets on
loan is transferred to the Fund by the borrower to be held for the account of the Fund for the duration of the loan. The
collateral should be in the form of:
         Cash
         Government or public securities
         Certificates of deposit
         Letters of credit
         Certificates issued by securities exchange clearing systems.



Borrowings
The Trust Deed and the Regulations enable borrowing to be undertaken on a temporary basis for the account of any
Fund up to a limit of ten per cent of the net assets of that Fund at the time of borrowing. The assets of that Fund may be
charged as security for any such borrowings.

The Fund may acquire foreign currency by means of back to back loan agreements. Foreign currency obtained in this
manner is not classified as borrowing for the purposes of the borrowing restrictions above, provided that the offsetting
deposit (i) is denominated in the base currency of the Fund and (ii) equals or exceeds the value of the foreign currency
loan outstanding.




                                                             16
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Portfolio Transactions and Managers’ Unit Dealings
The Managers and delegates of the Managers which are direct or indirect subsidiaries of ING may deal in securities and
other investments for the Unit Trust through or with Baring Securities International Limited or any other subsidiary of ING.

In addition, any cash of the Unit Trust may be deposited, subject to the provisions of the Central Bank Acts 1942 to 1989,
with the Trustee or any other subsidiary of ING or held in certificates of deposit or banking instruments issued by the
Trustee or any such subsidiary. Banking and similar transactions may also be undertaken with or through the Trustee or
any other such subsidiary.

The Managers are entitled to deal as principals in Units of the Unit Trust and requests to subscribe or redeem Units may
be executed as sales or, as the case may be, purchases by the Managers provided that the prices quoted by the
Managers are not less favourable to the investor or redeeming Unitholder than would otherwise be the case.

There will be no obligation on the part of the Managers, the Trustee or any such subsidiary to account to the Unitholders
for any benefits so arising and any such benefits may be retained by the relevant party provided that :-

(i)     where securities are sold to or vested in the Trustee for the account of the Unit Trust, the amount charged to the
        Trustee is no greater than that which would be applicable to such sale or vesting on the same day by any person
        other than the Managers, the Trustee or any such subsidiary; and

(ii)    where securities held for the account of the Unit Trust are bought from the Trustee the amount received by the
        Trustee for the account of the Unit Trust is not less than that which would have been applicable to such purchase
        on the same day by a person other than the Managers, the Trustee or any subsidiary; and

(iii)   the Trustee is satisfied that in its opinion the terms of such transactions do not immediately result in any prejudice
        to Unitholders.

There is no prohibition on dealings in the assets of a Fund by the Managers, the Investment Managers, the
Administrator, the Trustee or entities related to the Managers, the Investment Managers, the Administrator or the Trustee
or to their respective officers, directors or executives, provided that the transaction is effected on normal commercial
terms negotiated at arms length. Such transactions must be consistent with the best interests of the Unitholders.

Transactions effected in accordance with paragraphs (i), (ii) or (iii) below are acceptable where:

(i)     a person approved by the Trustee as independent and competent certifies the price at which the transaction is
        effected is fair; or

(ii)    the execution of the transaction is on best terms on an organised investment exchanges under its rules; or

(iii)   where the conditions set out in (i) or (ii) above are not practical, the transaction is executed on terms which the
        Trustee is satisfied conform with the principle set out in the first paragraph above.



Distribution Policy
The Trust Deed provides for the Trustee to distribute in respect of each accounting period not less than eighty-five per
cent of surplus net income represented by the dividends and interest received for each Fund to the holders of Units of
the relevant class, after charging expenses and various other items, as set out under “Charges and Expenses”,
attributable to the income of that Fund. In addition, the Managers may distribute to the holders of Units of the relevant
class such part of any net realised capital gains attributable to the relevant Fund as is, in their opinion, appropriate to
maintain a satisfactory level of distribution. It is intended that income distributions for all Funds will normally be paid
annually not later than 30th June in each year, although the Managers have the power under the Trust Deed to make an
interim distribution in each year.

It is intended that the Unit Trust will apply to be certified as a distributing fund for the purposes of United Kingdom
taxation.

Any distributions remaining unclaimed after a period of ten years will lapse and such distributions shall be transferred to
the relevant fund.

Subject to the Managers' Policy as mentioned under “Reinvestment of Income Distributions” below, payment of
distributions will be made by cheque or warrant in the relevant base currency sent, at the risk of the persons entitled
thereto, to Unitholders at their addresses (or first address, in the case of any joint holding) shown in the register of
Unitholders or as they may otherwise direct.


                                                              17
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Payment may, however, be made in any other major currency if requested by the Unitholder, or Unitholders in the case
of any joint holding, in writing to the Managers, but such payment will be arranged at the expense and risk of the
Unitholders.

Equalisation arrangements will be effected by the Managers with a view to ensuring that the level of distributions payable
on any class of Units is not affected by the issue, conversion or redemption of Units of that class during the relevant
accounting period.



Reinvestment of Income Distributions
The Managers will automatically re-invest any distribution entitlements of less than US$100, £50 or Euro 100 in value
(depending on the relevant denomination of the Units) in further Units of the relevant Fund for the account of the
Unitholder entitled to the income distribution.

For distribution entitlements in excess of US$100, £50 or EUR 100 the Managers will, unless instructions in writing to the
contrary are received from the Unitholder at least twenty-one days before the date on which the distribution is to be paid,
reinvest any income distribution to which a Unitholder is entitled in the subscription of further Units of the class to which
the income distribution relates. Unitholders may also when applying for Units, request the Manager in writing to pay them
all distributions in excess of US$100, £50 or EUR 100 to which they are entitled; every such request by a Unitholder will
remain effective until countermanded in writing or, if earlier, the person making the request ceases to be a Unitholder.

Further Units will be issued on the date of distribution or, if that is not a Dealing Day, on the next following Dealing Day at
a price calculated in the same way as for other issues of Units but without incurring any preliminary charge. There is,
however, no minimum number of such further Units which may be so subscribed and fractions of Units will be issued if
necessary.

Investors who are resident in the United Kingdom should note that all distributions made from the Unit Trust are
assessable to United Kingdom income tax or corporation tax under Case V of Schedule D not withstanding their
reinvestment in further Units in the Unit Trust (see Taxation – United Kingdom below).



Trust Deed
Copies of the Trust Deed may be obtained from the Managers, the Trustee, BAML, BAMF or BIFM and the Paying
Agents, or may be inspected during normal working hours at the offices of the Managers, the Trustee, BAML, BIFM,
BAMF or the Paying Agents free of charge.

Subject to the prior approval of the Central Bank, the Trustee and the Managers may modify or add to the provisions of
the Trust Deed if the Trustee is satisfied that the modification or addition either (a) does not materially prejudice the
interests of the Unitholders, does not operate to release to any material extent the Trustee or the Managers or any other
person from any responsibility to the Unitholders and will not increase the costs and charges payable out of the Unit
Trust or (b) is necessary for compliance with any fiscal, statutory or official requirements or (c) is solely for the purpose of
enabling Units to be issued in bearer form or (d) is solely for the purpose of revising or extending the list of markets on
which the property of the Unit Trust may be invested.

Any other modification or addition requires, in addition, the approval of an Extraordinary Resolution (as described under
“Meetings of Unitholders” on page 30) of a meeting of Unitholders or of the relevant class of Unitholders. No modification
or addition may impose on any Unitholder any obligation to make a further payment or to accept any liability in respect of
his Units.



Custodianship
Under the Trust Deed, the Trustee is responsible for the safe-keeping of the Unit Trust’s investments. The Trustee may,
however, appoint any person or persons to be the custodian or co-custodians of such investments with power to appoint
(with the prior written consent of the Trustee) sub-sub-custodians. The liability of the Trustee will not be affected by the
appointment of any third party to hold asset of the Unit Trust.



Report and Accounts
The Unit Trust’s year end is 30 April in each year. Audited accounts will be issued to Unitholders within four months of
the year end. Unaudited accounts will be issued to Unitholders within two months after the six month period ending in 31


                                                              18
                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


October in each year. Annual and semi-annual reports will be sent to The Irish Stock Exchange at the same time as they
are sent to Unitholders.

The first annual report to Unitholders in the Baring Emerging Opportunities Fund classes will be issued in respect of the
            th                                                                                                  st
period to 30 April 2003. The first semi-annual report and accounts will be issued in respect of the period to 31 October
2003.



Charges and Expenses
The Managers currently make charges in respect of each Fund at the following percentage rate per annum of the value
of the net assets:-

                                                                    CURRENT
                                                                                      MAXIMUM PERMITTED
                FUND                                              MANAGEMENT
                                                                                     MANAGEMENT CHARGE
                                                                    CHARGE

                Baring Global Emerging Markets Fund                  1.5%                    2.5%
                Baring Latin America Fund                           1.25%                    2.5%
                Baring Emerging Opportunities Fund                  1.75%                    2.5%


These charges may be increased to the maximum permitted fee noted above in respect of each Fund, upon giving not
less than three months’ notice to Unitholders (or such higher percentage per annum as may be substituted by a
supplemental trust deed which would be approved by an Extraordinary Resolution of Unitholders of the relevant class).
The management charge is payable monthly in arrears and will be calculated by reference to the value of the net assets
of each Fund as at each day as at which the value of the net assets of the relevant Fund is calculated.

The costs and expenses of establishing the Baring Emerging Opportunities Fund are estimated to be at £23,000. These
costs will be borne by the Fund and amortised over the first five accounting period. In the event of the Fund being
terminated before the end of this period, any remaining unamortised balance will be written off.

The Managers and associates of the Managers are entitled under the Trust Deed to charge legitimate commissions
and/or brokerage on transactions effected by them as agents for the Unit Trust. The Fund will generally pay brokerage at
customary institutional brokerage rates. Transactions of the Fund may be entered into through associates of the
Manager. The Manager and its associates will not receive cash or other rebates from brokers or dealers in respect of
transactions for the Fund but may enter into soft commission arrangements subject to the Regulations for the provision to
the Manager or associates of goods and services which are of demonstrable benefit to Unitholders. Execution of
transactions for the Fund will be consistent with best execution standards.

BAMA’s fees in respect of its investment management services will be met by the Managers.

Where the net asset value of any Fund includes values in respect of interests in any investment fund managed by a
subsidiary of ING (a “Barings fund”), the fee payable to the Managers shall not accrue in respect of any holding of that
Fund in any such Barings fund at the relevant rate set out above but shall accrue at a lower rate equal to the percentage
rate (if any) by which the rate for such Fund set out above exceeds the annual rate charged to the Barings fund for
comparable management services.

The Trustee is entitled under the Trust Deed to receive out of the assets of the Unit Trust a fee at the rate of 0.1 per cent
per annum of the value of the net assets of each Fund, payable monthly in arrears and transaction charges at the rate of
£50 per security transaction effected for the Unit Trust. The fee will be subject to a minimum of £6,000 per annum for
each Fund. The Trustee is entitled to be reimbursed all fees and charges of custodians and sub-custodians appointed
by it and all other expenses incurred by it. Any sub-custodian fees will be charged at normal commercial rates.

In the case of the Baring Global Emerging Markets Fund and the Baring Emerging Opportunities Fund the fees of the
Administrator will be charged at the rate of 0.5 per cent per annum of the net asset value of the Fund up to a net asset
value of US$50,000,000 and at a rate of 0.375 per cent per annum of the net asset value of the Fund in excess thereof.
In the case of the Baring Latin America Fund, the fee of the Administrator will be charged at the rate of 0.375 per cent
per annum of the net asset value of the Fund. Such fees may be increased to an amount not exceeding 0.5 per cent per
annum of the net asset value of the Fund up to a net asset value of US$50,000,000 and 0.375 per cent per annum of the
net asset value of the Fund in excess thereof, on giving not less than three months’ notice to Unitholders. The fees are
paid monthly in arrears and are calculated by reference to the value of the net assets of the Fund as at the close of
business on each Dealing Day. The fees will be subject to a minimum of £30,000 per annum in the case of the Baring
Global Emerging Markets Fund and Baring Emerging Opportunities Fund and £24,000 per annum in the case of the
Baring Latin America Fund.



                                                             19
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


The Trustee will pay out of the assets of the Unit Trust the above fees and expenses, stamp duties, taxes, brokerage or
other expenses of acquiring and disposing of investments, the fees and expenses of the auditors, listing fees and legal
expenses of the Managers and the cost of establishing, maintaining and registering the Unit Trust and the Units with any
governmental or regulatory authority or with any regulated market deemed appropriate by the Managers from time to
time. The costs of printing and distributing reports, accounts and any prospectus, publishing prices and any costs
incurred as a result of a change in law or the introduction of any new law (including any costs incurred as a result of
compliance with any code relating to unit trusts, whether or not having the force of law) will also be paid out of the assets
of the Unit Trust.

Expenses will be charged to the Fund in respect of which they were incurred or, where an expense is not considered by
the Trustee to be attributable to any one Fund, the expense will normally be allocated by the Trustee to all Funds pro rata
to the value of the net assets of the relevant Funds.



Taxation
General

The following statements on taxation are based on advice received by the Managers regarding the law and practice in
force in the relevant jurisdiction at the date of this Prospectus. As is the case with any investment, there can be no
guarantee that the tax position or proposed tax position prevailing at the time an investment in the Unit Trust is made will
endure indefinitely.

Prospective Unitholders should familiarise themselves with and, where appropriate, take advice on the laws and
regulations (such as those relating to taxation and exchange controls) applicable to the subscription for, and the holding
and realisation of, Units in the places of their citizenship, incorporation, residence and domicile.

If the Fund becomes liable to account for tax in any jurisdiction in the event that a Unitholder or beneficial owner of a Unit
were to receive a distribution in respect of his/her Units or to dispose (or deemed to have disposed) of his/her Units in
any way (“Chargeable Event”), the Manager shall be entitled to deduct from the payment arising on a Chargeable Event
an amount equal to the appropriate tax and/or where applicable, to appropriate, cancel or compulsorily repurchase such
number of Units held by the Unitholder or such beneficial owner as are required to meet the amount of tax. The relevant
Unitholder shall indemnify and keep the Fund indemnified against loss arising to the Fund by reason of the Fund
becoming liable to account for tax in any jurisdiction on the happening of a Chargeable Event if no such deduction,
appropriation, cancellation or compulsory repurchase has been made.

Irish Tax Considerations

Chapter 1A, Part 27 Taxes Consolidation Act, 1997 (“Chapter 1A”), provides that all Irish regulated funds (with some
minor exceptions) will be regarded as “Investment Undertakings”. The Unit Trust qualifies as an Investment Undertaking
for the purpose of Chapter 1A. While investors who are Irish Resident or Ordinarily Resident in Ireland are permitted to
invest in the Unit Trust, the Unit Trust will have to account for tax in respect of such investors on distributions from the
Unit Trust and on redemptions, repurchases, cancellations and transfers of their Units in the Unit Trust unless they
qualify as Exempt Irish Investors. No corporate, income, capital gains or withholding taxes will arise on the Unit Trust in
respect of a Unitholder who is not an Irish Resident or Ordinarily Resident in Ireland at the time of a distribution from the
Unit Trust or on a redemption, repurchase, cancellation or transfer of Units in the Unit Trust provided the Relevant
Declaration is in place and the Unit Trust is not in possession of any information which would reasonably suggest that the
information contained therein is no longer materially correct. In the absence of a Relevant Declaration there is a
presumption that the investor is Irish Resident or Ordinarily Resident in Ireland, not being an Exempt Irish Investor. An
Intermediary on behalf of its client can make the required declaration.

Dividends, interest and capital gains on securities issued in countries other than Ireland may be subject to taxes
including withholding taxes imposed by such countries. The Unit Trust may not be able to benefit from a reduction in the
rate of withholding tax by virtue of the double taxation agreements in operation between Ireland and other countries. The
Unit Trust may not therefore be able to reclaim withholding tax suffered by it in particular countries. If this position
changes in the future and the application of a lower rate results in a repayment to the Unit Trust, the net asset value will
not be restated and the benefit will be allocated to the existing Unitholders rateably at the time of repayment.

The Managers have been advised that the taxation position of the Unit Trust and the Unitholders is as set out below: -




                                                             20
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Definitions

“Irish Resident”

•      in the case of an individual, means an individual who is resident in Ireland for tax purposes.
•      in the case of a trust, means a trust that is resident in Ireland for tax purposes.
•      in the case of a company, means a company that is resident in Ireland for tax purposes.

An individual will be regarded as being resident in Ireland for a 12 month tax year if s/he:

1)     spends 183 days or more in Ireland in that 12 month tax year (135 days for the “short tax year” 6 April 2001 to 31
       December 2001);
       or
2)     has a combined presence of 280 days in Ireland, taking into account the number of days spent in Ireland in that
       12 month tax year together with the number of days spent in Ireland in the preceding 12 month tax year (280 days
       is reduced to 244 days in respect of the combined tax years, commencing on 6 April 2000 and 6 April 2001, and
       those commencing on 6 April 2001 and 1 January 2002).

Presence in a 12 month tax year by an individual of not more than 30 days (22 days for the “short tax year” 6 April 2001
to 31 December 2001) in Ireland will not be reckoned for the purpose of applying the two year test. Presence in Ireland
for a day means the personal presence of an individual at the end of the day (midnight).

A trust will generally be Irish resident where all of the trustees are resident in Ireland.

A company which has its central management and control in Ireland is resident in Ireland irrespective of where it is
incorporated. A company which does not have its central management and control in Ireland but which is incorporated in
Ireland is resident in Ireland except where: -

•      the company or a related company carries on a trade in Ireland, and either the company is ultimately controlled by
       persons resident in EU Member States or, in countries with which Ireland has a double taxation treaty, or the
       company or a related company are quoted companies on a recognised Stock Exchange in the EU or in a taxation
       treaty country;
       or
•      the company is regarded as not resident in Ireland under a double taxation treaty between Ireland and another
       country.

It should be noted that the determination of a company’s residence for tax purposes can be complex in certain cases and
declarants are referred to the specific legislative provisions which are contained in Section 23A of the Taxes Act.

“Ordinarily Resident in Ireland”

•      in the case of an individual, means an individual who is ordinarily resident in Ireland for tax purposes.
•      in the case of a trust, means a trust that is ordinarily resident in Ireland for tax purposes.

The term “ordinary residence” as distinct from “residence”, relates to a person’s normal pattern of life and denotes
residence in a place with some degree of continuity.

An individual who has been resident in Ireland for three consecutive tax years becomes ordinarily resident with effect
from the commencement of the fourth tax year. An individual who has been ordinarily resident in Ireland ceases to be
ordinarily resident at the end of the third consecutive year in which s/he is not resident. Thus, an individual who is
resident and ordinarily resident in Ireland in the tax year 2002 and departs from Ireland in that year will remain ordinarily
resident up to the end of the tax year 2005.

The concept of a trust’s ordinary residence is somewhat obscure and is linked to its tax residence.

“Exempt Irish Investor”

means:

a)     a pension scheme which is an exempt approved scheme within the meaning of Section 774 of the Taxes Act or a
       retirement annuity contract or a trust scheme to which Section 784 or 785 of the Taxes Act applies;
b)     a company carrying on life business within the meaning of Section 706 of the Taxes Act;
c)     an investment undertaking within the meaning of Section 739B(1) of the Taxes Act;
d)     a special investment scheme within the meaning of Section 737 of the Taxes Act;
e)     a unit trust to which section 731(5)(a) Taxes Act applies;
f)     a charity being a person referred to in Section 739D(6)(f)(i) Taxes Act;

                                                                21
                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


g)      a qualifying management company within the meaning of Section 734(1) of the Taxes Act;
h)      a specified company within the meaning of Section 734(1) of the Taxes Act;
i)      a fund manager entitled to exemption from income tax and capital gains tax under Section 784A(2) Taxes Act
        where the Units held are assets of an approved retirement fund or an approved minimum retirement fund;
j)      a qualifying savings manager within the meaning of 848B of the Taxes Act in respect of Units which are assets of
        a special savings incentive account within the meaning of Section 848C of the Taxes Act; or
k)      Any other Irish Resident or Irish Ordinary Resident who may be permitted to own Units under taxation legislation
        or by practice or concession of the Revenue Commissioners without giving rise to a charge to tax in the Portfolio
        or jeopardising tax exemptions associated with the Portfolio;

provided that they have completed the Relevant Declaration.

“Relevant Declaration”

means the declaration relevant to the Unitholder as set out in Schedule 2B of the Taxes Act. The Relevant Declaration
for investors who are neither Irish Resident nor Ordinarily Resident in Ireland (or Intermediaries acting for such investors)
is set out in the application form accompanying the Prospectus.

“Taxes Act”

means

the Taxes Consolidation Act, 1997 (as amended).

“Irish Person”

means a person who is Irish Resident or Ordinarily Resident in Ireland but who is not an Exempt Irish Investor.

“Intermediary”

means a person who:-

(a)     carries on a business which consists of, or includes, the receipt of payments from an investment undertaking on
        behalf of other persons, or
(b)     holds shares/units in an investment undertaking on behalf of other persons.

The Unit Trust

Under current Irish law and practice, the Unit Trust qualifies as an Investment Undertaking as defined in Section 739B of
the Taxes Act. On that basis it is not chargeable to Irish tax on its income and gains.

However tax can arise on the happening of a Chargeable Event in the Unit Trust. A Chargeable Event includes any
distribution payments to a Unitholder or any encashment, redemption, cancellation or transfer of Units. The tax arising
will be deducted at the time of the Chargeable Event. No tax will arise on the Unit Trust in respect of Chargeable Events
in respect of a Unitholder who is neither an Irish Resident nor Ordinarily Resident in Ireland at the time of the Chargeable
Event provided that the Relevant Declaration is in place and the Unit Trust is not in possession of any information which
would reasonably suggest that the information contained therein is no longer materially correct. A Chargeable Event
does not include:

a)      any transaction (which might otherwise be a Chargeable Event) in relation to Units held in a recognised clearing
        system as designated by order of the Irish Revenue Commissioners; or
b)      an exchange by a Unitholder, effected by way of an arms length bargain where no payment is made to the
        Unitholder, of Units in the Unit Trust for other Units in the Unit Trust; or
c)      an exchange of Units arising on a qualifying amalgamation or reconstruction (within the meaning of Section 739H
        of the Taxes Act) of the Unit Trust with another Investment Undertaking; or
d)      a transfer by a Unitholder of the entitlement to a Unit where the transfer is between spouses and former spouses,
        subject to certain conditions.

Where there is a Chargeable Event the Unit Trust will be entitled to appropriate or cancel such Units as are required to
meet the tax due.

The Unit Trust will be regarded as resident in Ireland for tax purposes if the Trustee is resident in Ireland and the Trustee
is not regarded as resident elsewhere. It is the intention of the Managers that the business of the Unit Trust will be
conducted in such a manner as to ensure that it is Irish resident for tax purposes.




                                                             22
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Unitholders

To the extent any Units are not held in a recognised clearing system the following tax consequences will arise on a
Chargeable Event:

(i)    Unitholder who is not an Irish Resident or Ordinarily Resident in Ireland

The Unit Trust will not have to deduct tax on the occasion of a Chargeable Event if a Unitholder is neither an Irish
Resident nor Ordinarily Resident in Ireland and has made a Relevant Declaration and the Unit Trust is not in possession
of any information which would reasonably suggest that the information contained therein is no longer materially correct.
In the absence of such a Relevant declaration the Unit Trust will be obliged to deduct tax at the rate described at (ii)
below on the happening of a Chargeable Event in the Unit Trust, notwithstanding the fact that a Unitholder is neither an
Irish Resident nor Ordinarily Resident in Ireland.

To the extent a Unitholder is acting as an Intermediary on behalf of a person who is neither an Irish Resident nor
Ordinarily Resident in Ireland, the Unit Trust will not be obliged to deduct tax on the occasion of a Chargeable Event
provided that such Intermediary has made a Relevant Declaration that it is acting on behalf of such persons and the Unit
Trust is not in possession of any information which would reasonably suggest that the information contained therein is no
longer materially correct.

Unitholders who are neither Irish Resident nor Ordinarily Resident in Ireland and who have made a Relevant Declaration
and the Unit Trust is not in possession of any information which would reasonably suggest that the information contained
therein is no longer materially correct will not be liable to Irish tax in respect of income from their Units or gains made on
the disposal of their Units. However, any corporate Unitholder which is not Irish Resident and which holds Units directly
or indirectly by or for a trading branch or agency in Ireland may be liable to Irish tax on income from their Units or gains
made on the disposal of their Units.

(ii)   Unitholder who is an Irish Resident or Ordinarily Resident in Ireland

Unless a Unitholder is an Exempt Irish Investor and makes a Relevant Declaration to that effect and the Unit Trust is not
in possession of any information which would reasonably suggest that the information contained therein is no longer
materially correct, tax at the standard rate of income tax (currently twenty per cent) will have to be deducted and remitted
to the Revenue Commissioners by the Unit Trust from a distribution (where payments are made annually or at more
frequent intervals) to a Unitholder who is an Irish Resident or Ordinarily Resident in Ireland and tax at the standard rate
plus three per cent (i.e. currently twenty-three per cent) will have to be deducted and remitted to the Revenue
Commissioners from any other distribution or gain arising on an encashment, redemption, cancellation or transfer of
Units by a Unitholder who is an Irish Resident or Ordinarily Resident in Ireland. Any gain arising will be computed as the
difference between the value of the Unitholder’s investment in the Unit Trust at the date of the Chargeable Event and the
cost of the investment as calculated under special rules.

The Unit Trust will not have to account for any tax on a Chargeable Event in respect of distributions or capital gains
arising from Units held by an Exempt Irish Investor.

Depending on the tax position of a Unitholder who is an Irish Resident or Ordinarily Resident in Ireland, such Unitholder
may be required to pay additional tax on a distribution from the Unit Trust or on a gain arising on a redemption,
repurchase or transfer of Units. Alternatively they may be entitled to a refund of all or part of any tax deducted by the Unit
Trust on a Chargeable Event.

Stamp Duty

No stamp duty or other tax is payable in Ireland on the issue, subscription, holding, switching, redemption or transfer of
Units. Where any subscription for or redemption of Units is satisfied by the in specie transfer of Irish securities or other
Irish property, Irish stamp duty might arise on the transfer of such securities or property.

Capital Acquisitions Tax

The disposal of Units may be subject to Irish gift or inheritance tax. However, on the basis that the Unit Trust qualifies as
an Investment Undertaking under Section 739B of the Taxes Act, where a Unit is comprised in a gift or inheritance it will
be exempt under Section 85, Finance Act, 1989 from Irish gift or inheritance tax (capital acquisitions tax) provided that
firstly, at the date of the gift or inheritance, the donee or successor is neither domiciled nor Ordinarily Resident in Ireland
and either the disponer is neither domiciled nor Ordinarily Resident in Ireland at the date of the disposition or the
disposition is not subject to Irish law and secondly, the Units are comprised in the gift or inheritance at the date of such
gift or inheritance and at the valuation date.




                                                              23
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Hong Kong

Under present Hong Kong law and practice there is neither Hong Kong profits tax payable on distributions made in
respect of Units, nor capital gains tax payable on the sale or realisation of securities or other investments (including
Units), although gains or profits (not being of a capital nature) arising in or derived from Hong Kong of a trade, profession
or business carried on by a person in Hong Kong may attract profits tax.

United Kingdom (“UK”)

The Managers and the Investment Manager intend to conduct the affairs of the Unit Trust so as to minimise, as far as it
deems reasonably practicable, any liability of the Unit Trust to U.K. taxation. This includes intending to manage and
conduct the affairs of the Unit Trust so that it does not become resident in the U.K. for taxation purposes. Accordingly,
provided the Unit Trust does not exercise a trade within the U.K. or carry on a trade in the U.K. through a branch or
agency, the Unit Trust will not be subject to U.K. income tax other than on U.K. certain source income.

It is not expected that the activities of the Unit Trust may be regarded as trading activities for the purposes of U.K.
taxation. However, to the extent that trading activities are carried on in the U.K. they may in principle be liable to U.K.
tax. The profit from such trading activities will not, based on the U.K. Finance Act, 1995, be assessed to U.K. tax
provided that the Unit Trust and the Investment Manager meet certain conditions. The Managers and the Investment
Manager intend to conduct the affairs of the Unit Trust so that all those conditions are satisfied, so far as those conditions
are within their respective control.

Subject to personal circumstances, Unitholders resident in the U.K. for taxation purposes will be liable to U.K. income tax
or corporation tax in respect of income of the Unit Trust.

The attention of individuals ordinarily resident in the U.K. for tax purposes is drawn to Chapter III (Sections 739 and 740)
of Part XVII of the Income and Corporation Taxes Act 1988 (“ICTA”). These provisions are aimed at preventing the
avoidance of income tax by individuals ordinarily resident in the UK through a transaction resulting in the transfer of
assets or income to persons (including companies) resident or domiciled outside the UK. These provisions may render
them liable to income tax in respect of undistributed income and profits of the Unit Trust on an annual basis to the extent
that they have not already been taxed on such income.

Chapter V (Section 757) of Part XVII of the ICTA provides that if an investor resident or ordinarily resident in the U.K. for
taxation purposes holds a “material interest” in an offshore fund, and the fund does not obtain certification as a
“distributing fund” for each accounting period the investor holds that interest, any gain (calculated without the benefit of
indexation or taper relief) accruing to the investor upon the sale or other disposal of the interest will be taxed as income
and not as a capital gain. Units will constitute a “material interest” in an offshore fund for the purposes of the relevant
provisions of the ICTA.

The Managers intend that the Unit Trust will apply to be certified as a “distributing fund”. Application for certification will
need to be made at the end of each accounting period of the Unit Trust, normally within six months, as the Taxes Act
provides for certification to be given retrospectively (and also requires that certification to be given in respect of the Unit
Trust as a whole and not in respect of individual Funds within the Unit Trust). Although all steps will be taken that are
practicable and consistent with the investment objectives and policies of the Unit Trust to ensure that its certification as a
“distributing fund” is obtained in respect of each of its account periods it must be appreciated that no assurance can be
given as to whether certification will, in practice, be obtained in respect of any particular accounting period, especially
since the exact conditions that must be fulfilled for the Unit Trust to obtain that certification may be affected by changes
in Inland Revenue practice or by subsequent changes to the relevant provisions of the Taxes Act themselves.

On the assumption that the Unit Trust will qualify as a “distributing fund”, Unitholders resident or ordinarily resident in the
U.K. for taxation purposes may, unless holding Units as dealing stock (when different rules apply), be liable to U.K. tax
as capital gains (and not income) gains in respect of any gains arising from the sale, redemption, conversion or other
disposal of Units of any class in the Unit Trust (save that a charge to income tax or corporation tax on income may arise
on the equalisation element of the disposal proceeds of any Units).

A “disposal” for U.K. taxation purposes includes a conversion of Units in an “umbrella” fund, such as the Unit Trust, from
one class to another. This means that (again on the assumption that the Unit Trust qualifies as a “distributing fund”, as
explained above) a liability to capital gains tax or corporation tax on chargeable gains may be incurred by a Unitholder
who realises a gain as a result of a conversion of Units of one class into Units of another class (and, by virtue of the
equalisation arrangements operated by the Unit Trust, a charge to U.K. income tax or corporation tax on income may
arise on the accrued income attributable to the converted Units at the date of conversion).

For the legislation described below, the Inland Revenue will treat the Funds as sub-funds of a single entity for UK tax
purposes and as such the following provisions apply to the Unit Trust as a whole.

The attention of persons resident or ordinarily resident in the U.K. (and who, if they are individuals, are domiciled in the
U.K.) is drawn to the fact that the provisions of Section 13 of the Taxation of Chargeable Gains Act, 1992 could be

                                                              24
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


material to any person who holds ten per cent or more of the Units in the Unit Trust, if at the same time, the Unit Trust is
controlled in such a manner as to render it a company (for U.K. chargeable gains a trust is deemed to be a company)
that would, were it to have been resident in the U.K., be a “close company” for U.K. taxation purposes. These provisions
could, if applied, result in such a person being treated, for the purposes of the U.K. taxation of chargeable gains, as if a
part of any gain accruing to the Unit Trust (such as on a disposal of its investments that constitutes a chargeable gain for
those purposes) had accrued to that person directly; that part being equal to the proportion of the assets of the Unit Trust
to which that person would be entitled on the winding up of the Unit Trust at the time when the chargeable gain accrued
to the Unit Trust.

Under the corporate debt tax regime in the UK any corporate Unitholder which is within the charge to U.K. corporation
tax will be taxed on the increase in value of its holding on a mark to market basis (rather than on disposal) or will obtain
tax relief on any equivalent decrease in value, if the investments of the Unit Trust consist of not less than sixty per cent
(by value) of “qualifying investments” at any time during an accounting period. Qualifying investments are broadly those
which yield a return directly or indirectly in the form of interest.

France

Subject to their personal circumstances, Unitholders resident in France for taxation purposes will be liable to French
income tax (including the additional social surtaxes currently charged on investment income) or French corporation tax in
respect of distributions of income by the Unit Trust.

In addition, the attention of persons resident in France for tax purposes is drawn to the fact that gains made on the sale
or redemption of Units in the Unit Trust will be taxable as capital gains. While gains arising on the conversion from one
class of Units to another within the Unit Trust may be deferred (for capital gains tax purposes) until such time as
replacement Units are disposed of, there is still an obligation for residents to disclose to the French tax authorities any
such gains. Finally, corporate investors (other than those subject to the French Insurance Code) may be subject to tax
each year on the latent gain resulting from the increase in value of the Units of the Unit Trust.



Subscriptions
Under the Trust Deed the Managers are given the exclusive right to effect for the account of the Unit Trust the issue of
Units of any class and to create, with the consent of the Trustee and the Central Bank, new classes of Unit and have
absolute discretion to accept or reject in whole or in part any application for Units. The initial issue price of each class of
Unit is determined by the Managers. All Units of each class will rank pari passu. Issues of Units are normally made with
effect from a Dealing Day against applications received up to 5 p.m. Hong Kong time, 12 noon London time or 12 noon
Paris time on that Dealing Day.

The price at which Units will be issued to any person whose application is received prior to 5 p.m. Hong Kong time, 12
noon London time or 12 noon Paris time on a Dealing Day, after the initial issue, is calculated by reference to the net
asset value per Unit as at 12 noon (Dublin time) on that Dealing Day. The net asset value per Unit is calculated by
dividing the value of the assets of the Fund, less its liabilities, by the total number of Units in issue as at that Dealing Day.
The issue price is the resulting sum adjusted to the nearest cent or penny depending on the base currency of the Fund.
The Managers may add to such issue price a preliminary charge (not exceeding six per cent (or such higher amount as
may be approved by an Extraordinary Resolution) of such price), which will be retained by the Managers and out of
which the Managers may pay commission to authorised agents. It is the intention of the Managers that the preliminary
charge should not, however, until further notice, exceed five per cent of such price. The Managers are also entitled to
add to the issue price, for their own account, a charge sufficient to cover amounts paid by them on account of stamp
duties and taxation in respect of the issue of Units or certificates and delivery and insurance costs in respect of
certificates and may also add a charge (not exceeding one per cent of the net asset value per Unit) for the account of the
relevant Fund in respect of fiscal and purchase charges. It is not, however, the intention of the Managers to make any
such additions in normal circumstances.

The method of establishing the value of the net assets of any Fund is set out in the Trust Deed. In general, quoted
investments are valued at their last traded price (or, if no last traded price is available, at mid-market prices) and
unquoted investments are valued at cost or in accordance with the most recent revaluation made by the Managers with
the approval of the Trustee or requested by the Trustee. The Trust Deed also provides that cash deposits and similar
investments shall normally be valued at face value (together with accrued interest); certificates of deposit shall be valued
by reference to the best price for certificates of deposit of like maturity, amount and credit risk on the relevant Dealing
Day; and treasury bills and bills of exchange shall be valued with reference to prices ruling in the appropriate markets for
such instruments of like maturity, amount and credit risk on that Dealing Day. Futures Contracts are valued by reference
to formulae set out in the Trust Deed the elements of which are, (i) the Contract Value (as defined in the Trust Deed), (ii)
the value of such Futures Contract as would be required to close the relevant Futures Contract and, (iii) the amount
expended from the property of the relevant Fund in entering into the relevant Futures Contract. Interest and other income
and liabilities are, where practicable, accrued from day-to-day.



                                                               25
                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Units may not be issued or sold by the Managers during any period when the right of Unitholders to require the
realisation of their Units is suspended in the manner described under “Realisation of Units” commencing on page 27.
Applicants for Units will be notified of such postponement or cancellation and, unless withdrawn, their applications will be
considered as at the next Dealing Day following the ending of such suspension.

Units may be issued in either certificated or non-certificated form. Unless an investor indicates otherwise, he will be
issued with Units in non-certificated form. Registration of the Units comprised in the application and despatch of a unit
certificate (if requested) will normally be effected within twenty-one days of receipt by the Managers of the relevant
registration details. In the case of non-certificated Units, ownership is recorded by an entry in the unit register and a
personal account number is allocated to the investor which will be shown in a registration advice despatched within
twenty-one days of the Managers receiving the relevant registration details. The personal account number must be
quoted in all communications relating to the Fund.

The net asset value per Unit of each Fund will be calculated by the Administrator and notified to The Irish Stock
Exchange without delay upon calculation by the Administrator. The calculation of the net asset value per Unit may be
suspended when the right of Unitholders to require the realisation of Units is suspended as detailed in “Realisation of
Units” in the Prospectus. Any suspension will be notified to the Central Bank (immediately and in any event within the
same Business Day), The Irish Stock Exchange and the Securities and Futures Commission in Hong Kong without delay
and where possible all reasonable steps will be taken to bring any period of suspension to an end as soon as possible.



Application Procedure
Units of each class may be issued with effect from each Dealing Day pursuant to applications received at or before 5
p.m. Hong Kong time, 12 noon London time or 12 noon Paris time on that Dealing Day.

All requests for subscriptions may be made on the attached application form or sent by telephone, facsimile, telex or in
writing to BAML, BAMF or BIFM at the address or telephone/telex/facsimile numbers set out under “ENQUIRIES TO” at
the end of this document for onward transmission to the Managers. Requests received after 5 p.m. Hong Kong time, 12
noon London time or 12 noon Paris time on a Dealing Day will be treated as having been received on the following
Dealing Day. Applications will be treated by the Managers as definitive orders even if not subsequently confirmed in
writing and will not be capable of withdrawal after acceptance by the Managers. Hong Kong residents must send
subscription requests to BIFM except where they are unable to do so because of the occurrence of a public holiday in
Hong Kong in which case Hong Kong residents may send subscription requests on that day to BAML provided that day is
a Dealing Day. Requests received or treated as having been received in Hong Kong on a public holiday in Hong Kong
will be deemed to have been received on the following Dealing Day which is not a public holiday in Hong Kong. No
money should be paid to any intermediary in Hong Kong who is not either a registered dealer or an exempt dealer.

Residents of France should send subscription requests to BAMF except where they are unable to do so because of the
occurrence of a public holiday in France in which case French residents may send subscription requests on that day to
BAML provided that it is a Dealing Day.

The minimum number of Units of any one class that may be subscribed for is Units having a value, at the current issue
price (inclusive of the preliminary charge), of not less than EUR 3,500, US$5,000 or £2,500.

Applications not made on the attached application form should:

(a)    state the Fund(s) (and where appropriate Class of Unit) in respect of which the application is being made;

(b)    state the number of Units (and where appropriate Class of Unit) (applied for or the amount to be invested in
       respect of each Fund (which should include provision for the preliminary charge);

(c)    state how payment has been or will be made;

(d)    acknowledge receipt of this Prospectus and confirm that the application is made on the terms thereof and subject
       to the Trust Deed of the Unit Trust;

(e)    state the name of the applicant and the name and address to which the confirmation note is to be despatched;

(f)    confirm that the applicant is aged eighteen years or over;

(g)    confirm that the purchaser is neither a United States person (as defined in this Prospectus) nor acting on behalf
       of, or for the benefit of a United States person or, if there is more than one purchaser, that none of them is a
       United States person or is acting on behalf of, or for the benefit of, a United States person;




                                                             26
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


(h)    state whether income distributions from any Fund should be reinvested by the subscription of further Units that
       Fund or paid in cash.

The Managers retain the right to seek such evidence of identity from applicants as they deem appropriate to comply with
their obligations under anti-money laundering legislation and, in the absence of satisfactory evidence, or for any other
reason, to reject any application in whole or in part. If an application is rejected the Managers, at the risk of the
applicant, will return application moneys or the balance thereof by cheque within five business days of the rejection or, at
the cost of the applicant, by telegraphic transfer.

A confirmation note will be sent to each successful applicant. In cases where subscription moneys are not enclosed with
the application for Units, settlement is due immediately. If payment in full has not been received within four business
days, the application may be refused and any allotment or transfer of Units made on the basis thereof cancelled, or,
alternatively, the Managers may treat the application as an application for such number of Units as may be purchased or
subscribed with such payment. The Managers reserve the right, in the event of non-receipt of cleared funds by the due
date and cancellation of such a subscription, to charge the applicant for losses accruing.

Payment is normally due in the base currency of the relevant Fund. The Managers may accept payment in other
currencies, but such payments will be converted into the relevant base currency and only the proceeds of such
conversion (after deducting expenses relating to such conversion) will be applied by the Managers towards payment of
the subscription moneys. The Managers have standing arrangements for subscription moneys to be paid on the
following bases:

(a)    by telegraphic transfer (“TT”) as specified in the application form; and

(b)    by bank draft or cheque (crossed “A/C Payee Only, Not Negotiable”) payable to “Baring International Fund
       Managers (Ireland) Limited”.

Payments by TT should quote the applicant’s name, bank, bank account number, Fund name and confirmation note
number (if one has already been issued). Any charges incurred in making payment by TT will be payable by the
applicant.

Should investors prefer to make payment in any currency other than the relevant base currency they are advised to
make direct contact with either BAML, BAMF or BIFM.

Fractions of not less than one-thousandth of a Unit may be issued. Application moneys representing smaller fractions of
a Unit will not be returned to the applicant but will be retained as part of the relevant Fund’s assets.

The Trust Deed also permits the Managers to issue Units at the issue price in consideration of the vesting in the Trustee
of investments approved by the Managers.

The Trust Deed allows the Managers, with the approval of the Trustee, at the Managers discretion when calculating
subscription prices for any Fund, to adjust the net asset value per Unit to reflect the value of such Fund’s investments
assuming they were valued using the highest market dealing offer price on the relevant market at the relevant time. The
Managers’ intention is only to exercise this discretion to preserve the value of the holding of continuing Unitholders in the
event of substantial or recurring net subscriptions for Units in the relevant Fund.



Realisation of Units
Applications for the realisation of Units received by BIFM prior to 5 p.m. Hong Kong time, or BAML prior to 12 noon
London time or BAMF prior to 12 noon Paris time on a Dealing Day will, subject as mentioned in this section, be dealt
with by reference to the net asset value per Unit determined as at 12 noon (Dublin time) on that Dealing Day. The net
asset value per Unit is calculated by dividing the value of the assets of the Fund, less its liabilities, by the total number of
Units in issue as at that Dealing Day. The realisation price is the resulting sum adjusted to the nearest cent or penny
depending on the base currency of the Fund.

The Trust Deed allows the Managers, with the approval of the Trustee, at the Managers’ discretion when calculating
realisation prices for any Fund, to adjust the net asset value per Unit to reflect the value of such Fund’s investments
assuming they were valued using the lowest market dealing bid price on the relevant market at the relevant time. The
Managers’ intention is only to exercise this discretion to preserve the value of the holdings of continuing Unitholders in
the event of substantial or recurring net realisations for Units in the relevant Fund.

Requests for the realisation of Units may be made either by telephone, facsimile, telex or in writing to BAML, BAMF or
BIFM at the address or telephone/telex/facsimile numbers set out under “ENQUIRIES TO” at the end of this document
for onward transmission to the Managers.



                                                              27
                         T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Realisation requests received after 5 p.m. Hong Kong time, 12 noon London time or 12 noon Paris time will be treated as
having been received on the following Dealing Day. Requests received or treated as having been received in Hong
Kong on a public holiday in Hong Kong will be deemed to have been received on the following Dealing Day which is not
a public holiday in Hong Kong. Requests will be treated by the Managers as definitive orders even if not subsequently
confirmed in writing and will not be capable of withdrawal after acceptance by the Managers.

Instructions for the redemption of non-certificated Units should quote the relevant personal account number and if given
by telephone, must be confirmed by facsimile, telex or in writing, quoting the relevant personal account number, before
payment of realisation proceeds can be made. Payment of realisation proceeds will be made in accordance with initial
redemption payment instructions as notified to the Managers. If investors wish to make any change in the realisation
payment instructions, such change must be by written notice to the Managers signed by the sole Unitholder or all joint
Unitholders and certified by a bank, broker or Notary Public acceptable to the Managers. The Managers will be deemed
to be authorised to act on any realisation instruction received from any person purporting to be the Unitholder and
reciting the personal account number.

If Units are held in certificated form, the Unit certificate, together with a duly signed redemption instruction completed on
the reverse of the unit certificate, should be sent to either BAML, BAMF or BIFM for onward transmission to the
Managers. Payment of realisation proceeds will be made to the registered Unitholder or in favour of the joint registered
Unitholders as appropriate unless the Managers are otherwise instructed in writing by the registered Unitholder or joint
registered Unitholders.

Subject as mentioned above, the amount due on the realisation of Units will be made in the base currency of the relevant
Fund. In the case of non-certificated Units, payment will normally be made within four business days (excluding days
when due to public holidays in the relevant country, payments in the base currency of the relevant Fund cannot be
settled) of the relevant Dealing Day or, if later, four business days after receipt of a dealing confirmation quoting the
relevant personal account number by facsimile, telex or in writing (excluding days when due to public holidays in the
relevant country, payments in the base currency of the relevant Fund cannot be settled). If Units are held in certificated
form, payment will be made within four business days of the relevant Dealing Day or, if later, four business days after
receipt by the Managers of the duly completed unit certificate.

Arrangements, however, can be made for Unitholders wishing to realise their Units to receive payment in currencies
other than the relevant base currency and/or by telegraphic transfer or by bank draft. In such circumstances the
Unitholder is advised to make direct contact with BAML, BAMF or BIFM in order to facilitate payment. The cost of
currency conversion and other administrative expenses will be charged to the Unitholder.

Partial realisations of holdings are permitted provided that this will not result in the Unitholder holding a number of Units
of a class of a value which is less than the minimum initial subscription amount for the relevant class. If Units are held in
non-certificated form a registration advice confirming the new Unitholding will be posted to the Unitholder. If Units are
held in certificated form, a certificate for the Units not realised will normally be posted to the Unitholder within twenty-one
days.

The Managers are entitled under the Trust Deed, in calculating the realisation price, to deduct from the net asset value
per Unit for the account of the appropriate Fund a charge (not exceeding one per cent of such net asset value) to meet
duties and charges incurred in realising assets to provide moneys to meet the redemption request but it is not the
intention of the Managers to make any deduction in respect of such duties and charges in normal circumstances.

The Managers are entitled, with the approval of the Trustee, to limit the number of Units of any class realised on any
Dealing Day (whether by sale to the Managers or by cancellation by the Trustee) to ten per cent of the total number of
Units of that class in issue. In this event, the limitation will apply pro rata so that all Unitholders wishing to realise Units of
that class on that Dealing Day realise the same proportion of such Units and Units not realised, but which would
otherwise have been realised, will be carried forward for realisation on the next Dealing Day. If requests for realisation
are so carried forward, the Managers will inform the Unitholders affected.

In addition, the Managers may at any time, with the approval of the Trustee, suspend temporarily the right of Unitholders
to require the realisation of Units of any class and/or may delay the payment of any moneys in respect of any such
realisation during (i) any period when any market on which a substantial part of the investments of the relevant Fund are
quoted, listed or dealt is closed otherwise than for ordinary holidays; (ii) any period when dealings on any such market
are restricted or suspended; (iii) the existence of any state of affairs as a result of which disposal of the investments of
the relevant Fund cannot, in the opinion of the Managers, be effected normally or without seriously prejudicing the
interests of Unitholders of that class; (iv) any breakdown in the means of communication normally employed in
determining the value of the net assets of the relevant Fund or when, for any other reason, the value of any investments
of the relevant Fund cannot be promptly and accurately ascertained; (v) any period during which the Trustee is unable to
repatriate funds required for making payments due on redemption of Units or during which the realisation of investments
or the transfer of funds involved in such realisation cannot, in the opinion of the Managers, be effected at normal prices
or normal rates of exchange. Unitholders who have requested realisations of any Units will be notified of any such
suspension and, unless withdrawn but subject to the limitation referred to above, their requests will be dealt with on the
first Dealing Day after the suspension is lifted.

                                                                28
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


 Any such suspension will be notified to the Central Bank, The Irish Stock Exchange immediately and in any event,
where practicable within the same business day and to the competent authorities in the Member States in which the Unit
Trust is marketed. If in the opinion of the manager, such suspension is likely to exceed fourteen days, it shall be
published in a national daily newspaper circulation in Dublin. The fact that dealing has been suspended will be published
in a daily newspaper circulating in Hong Kong immediately following the decision to suspend dealing.

The Trust Deed contains special provisions where a realisation request is received from a Unitholder in respect of more
than five per cent of the total Units of any class in issue: in such a case, special valuation provisions will apply and the
Managers have power to satisfy the realisation request by a distribution of investments in specie. The Unitholder may,
however, require the Managers to sell such investments on his behalf and to pay him the proceeds of sale less any costs
incurred in connection with such sale.



Conversion of Units
Unitholders will be able to apply to convert on any Dealing Day all or part of their holding of Units of any class (the
“original class”) into Units of another class which are being offered at that time (the “new class”) by giving notice to the
Managers. The general provisions and procedures relating to redemptions will apply equally to conversions. No
conversion will be made, however, if it would result in the Unitholder holding a number of Units of either the original class
or the new class of a value which is less than the minimum initial subscription amount for the relevant class.

The number of Units of the new class to be issued will be calculated in accordance with the following formula:-

                                                     N   =      P(R x CF)
                                                                   S
where:-

N      is the number of Units of the new class to be allotted

P      is the number of Units of the original class to be converted

R      is the realisation price per Unit of the original class applicable to realisation requests received on the relevant
       Dealing Day

CF     is the currency conversion factor determined by the Managers as representing the effective rate of exchange on
       the relevant business day between the base currencies of the original class and the new class (where the base
       currencies are different)

S      is the issue price per Unit of the new class applicable to subscription applications received on the relevant Dealing
       Day.

The preliminary charge and any other charges normally made on the issue of Units will not normally be made on a
conversion but the Managers are entitled to make any such charges at their discretion.



Certificates and Transfer of Units
Unit certificates will only be issued if requested in writing by the applicant(s) and any certificates issued will normally be
issued within twenty-one days after the Dealing Day on which Units are allotted. If the transferor is not resident in Ireland,
the transferor must also complete a declaration of non residence to avoid deduction of tax on redemptions and
distributions.

Units in each Fund will be transferable by instrument in writing signed by (or, in the case of a transfer by a body
corporate, signed on behalf of or sealed by) the transferor provided that the transfer does not result in the transferor or
the transferee holding a number of Units of a value which is less than the minimum initial subscription amount for that
Fund. In the case of the death of one of joint Unitholders, the survivor or survivors will be the only person or persons
recognised by the Trustee and the Managers as having any title to or interest in the Units registered in the names of such
joint Unitholders.

Irish Resident Unitholders and Unitholders Ordinarily Resident in Ireland other than Exempt Irish Investors must notify
the Manager in advance of any proposed transfer of Units.




                                                                29
                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Publication of Prices
The issue and realisation prices per Unit of each class will be quoted on Reuters screen service, published daily in the
Financial Times, The South China Morning Post, the Hong Kong Economic Journal and notified to The Irish Stock
Exchange.

Such prices can also be ascertained at the registered office of the Managers and from the offices of BAML, BAMF, BIFM
or the Paying Agents set out under “ENQUIRIES TO” at the end of this document. Further details are set out in
Appendix I.



Allocation of Assets and Liabilities
The Trust Deed requires the Trustee to establish a separate Fund for each class of Unit in the following manner:-

(a)    records and accounts of each Fund shall be maintained separately and in such currency as the Managers and the
       Trustee shall from time to time determine;

(b)    the proceeds from the issue of each class of Unit shall be applied to the Fund established for that class of Unit,
       and the assets and liabilities and income an expenditure attributable thereto shall be applied to such Fund
       subject to the provisions of the Trust Deed;

(c)    where any asset is derived from another asset, the derived asset shall be applied to the same Fund as the assets
       from which it was derived and on each revaluation of an asset the increase or diminution in value shall be applied
       to the relevant Fund;

(d)    in the case of any asset which the Trustee does not consider as attributable to a particular Fund or Funds, the
       Trustee shall have discretion, subject to the approval of the Managers and the auditors, to determine the basis
       upon which any such asset shall be allocated between Funds, and the Trustee shall have power at any time and
       from time to time, subject to the approval of the Managers and the auditors, to vary such basis provided that the
       approval of the Managers and of the auditors shall not be required in any case where the asset is allocated
       between all Funds pro rata to their net asset values at the time when the allocation is made;

(e)    the Trustee shall have discretion, subject to the approval of the Managers and the auditors, to determine the basis
       upon which any liability shall be allocated between Funds (including conditions as to the subsequent re-allocation
       thereof if circumstances so permit) and shall have power at any time and from time to time to vary such basis,
       provided that the approval of the Managers and the auditors shall not be required in any case where a liability is
       allocated to the Fund or Funds to which in the opinion of the Trustee it relates or if in the opinion of the Trustee it
       does not relate to any particular Fund or Funds, between all the underlying Funds pro rata to their net asset
       values;

(f)    subject to the approval of the Managers and the auditors, the Trustee may transfer any assets to and from Funds
       if, as a result of a creditor proceeding against certain of the assets of the Trust or otherwise, a liability would be
       borne in a different manner from that in which it would have been borne under paragraph (e) above or in any
       similar circumstances; and

(g)    subject to paragraph (f) above, the assets of each Fund shall belong exclusively to that Fund, shall be segregated
       from other Funds and shall not be used to discharge directly or indirectly the liabilities of or claims against any
       other Fund and shall not be available for any such purpose.



Meetings of Unitholders
The Trust Deed contains detailed provisions for meetings of Unitholders generally and Unitholders of each particular
class. Meetings may be convened by the Trustee, the Managers or the holders of at least ten per cent in value of the
Units in issue or the Units of the particular class in issue, on not less than twenty-one days’ notice. Notices of meetings
will be posted to Unitholders or Unitholders of the particular class, who will not be required to lodge their certificates.
Unitholders may appoint proxies, who need not themselves be Unitholders. The quorum for a meeting to pass an
Extraordinary Resolution will be Unitholders present in person or by proxy and holding or representing not less than
twenty-five per cent of the Units (or Units of the relevant class) for the time being in issue or, for an adjourned meeting,
Unitholders present in person or by proxy whatever their number or the number of Units held by them.

On a show of hands every Unitholder who (being an individual) is present in person or by proxy or (being a corporation)
is present by a representative or one of its officers as its proxy shall have one vote. On a poll every Unitholder present in



                                                             30
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


person or by representative or proxy shall have one vote for every Unit for which he is registered as the holder. Such
voting rights may be amended in the same manner as any other provision of the Trust Deed.

An Extraordinary Resolution is a resolution proposed as such at a meeting of Unitholders at which a quorum is present
and passed by a majority of seventy-five per cent of the total number of votes cast.

The Trust Deed provides that a resolution which, in the opinion of the Trustee, affects one class only of Units will be duly
passed if passed at a separate meeting of the Unitholders of that class; if, in the opinion of the Trustee, the resolution
affects more than one class of Unit but does not give rise to a conflict of interests between the holders of the Units of the
respective classes, the resolution will be duly passed if passed at a single meeting of the holders of the Units of those
classes; if the resolution affects, in the opinion of the Trustee, more than one class of Unit and gives or may give rise to a
conflict of interests between the holders of Units of the respective classes, the resolution will only be duly passed if, in
lieu of being passed at a single meeting of the holders of the Units of those classes, it is passed at separate meetings of
the holders of Units of those classes.



Duration of the Unit Trust
The Unit Trust will continue indefinitely until terminated in accordance with the Trust Deed either (a) by the Managers on
the date one year following if the value of net assets of the Unit Trust amounts, at any time, to less than US$25,000,000
or equivalent or (b) by either the Managers or the Trustee at any time in certain circumstances (e.g. if any law is passed
which renders it illegal or, in the opinion of the Managers or the Trustee, impracticable or inadvisable to continue the Unit
Trust), or (c) by Extraordinary Resolution of a meeting of Unitholders passed at any time, or (d) by either the Trustee or
the Managers giving at least one year’s notice to the other expiring at the end of the accounting period current at the end
of the year 2006 or any 20th year thereafter.

The Managers have power to terminate any particular Fund on the date one year following the first issue of Units in that
Fund or on any date thereafter if the value of net assets of that Fund amounts at such date to less than US$10,000,000
or equivalent.

The Trust Deed provides that upon the Unit Trust or any Fund being terminated the Trustee shall:-

(a)    sell all Investments held for the Unit Trust or the relevant fund; and

(b)    distribute all net cash proceeds derived from the realisation of the assets of the relevant Fund to Unitholders of
       the relevant class in proportion to their respective interests upon production of the Unit certificate (if issued) or
       delivery of such form of request as the Trustee may require.

The Trustee shall not be bound (except in the case of final distribution) to distribute any moneys for the time being in its
hands the amount of which is insufficient to pay the equivalent of US$1.00 in respect of each Unit. In addition, the
Trustee shall be entitled to retain out of any moneys in its hands as part of the property of the Unit Trust or the relevant
Fund, full provision for all costs, charges, expenses, claims and demands.

Any unclaimed proceeds or other cash held by the Trustee at the end of the expiration of twelve months from the date on
which the same were payable, will be paid into Court subject to the right of the Trustee to deduct therefrom any
expenses it may incur in making such payment.



Miscellaneous
The Unit Trust is not involved in any litigation nor are the Directors of the Managers aware of any pending or threatened
litigation.

No Units of the Baring Emerging Opportunities Fund are under option or are agreed, conditionally or unconditionally to
be put under option. No amounts have been paid or given or are proposed to be paid or given to any promoter in relation
to the establishment of the Baring Emerging Opportunities Fund.

The Baring Emerging Opportunities Fund has no loan capital outstanding, loans capital created but unissued, and term
loans, distinguishing between loans guaranteed, unguaranteed, secured and unsecured and no borrowings and no
indebtedness in the nature of borrowings and has no contingent liabilities as at the date of this document.

As at the date of this document, neither the Directors nor any connected persons have any direct or indirect interest in
the units of the Baring Emerging Opportunities Fund or any options in respect of such Units.




                                                              31
                         T HE B ARING E MERGING M ARKETS U MBRELLA F UND


A United Kingdom investor who enters into an investment agreement to acquire Units in response to this Prospectus will
not have the right to cancel the agreement under the cancellation rules made by the Financial Services Authority in the
United Kingdom. The agreement will be binding upon acceptance of the order by the Managers.

The Managers do not carry on investment business in the United Kingdom and United Kingdom investors are advised
that most of the protections afforded by the United Kingdom regulatory system will not apply to an investment in the Unit
Trust.

The right of Unitholders in the Unit Trust may not be protected by the investors compensation scheme established in the
United Kingdom.

BAMA will ensure that investment opportunities are fairly allocated between the Fund and its other clients.

The liability of the Trustee will not be affected by the appointment of any third party to hold assets of the Unit Trust.

Any distribution of assets in specie will not be materially prejudicial to the rights of the remaining Unitholders.

Any investor wishing to make a complaint regarding any aspect of the Unit Trust or its operations may do so directly to
the Managers or to BIFM, BAMF or to BAML at the addresses shown under “ENQUIRIES TO” at the end of this
document.



Documents Available for Inspection
Copies of the following documents may be obtained from the Managers or inspected during usual business hours on a
business day at the registered office of the Managers and at the offices of BAML, BIFM, BAMF and the Paying Agents at
the addresses shown under “ENQUIRIES TO” at the end of this document and at the offices of any paying agent in the
jurisdictions where the Funds have been registered for public marketing:

(a)    the Trust Deed;

(b)    the Prospectus prepared by the Managers;

(c)    the annual and half yearly reports relating to the Unit Trust most recently prepared and published by the
       Managers;

(d)    the Administrator Agreement;

(e)    the Hong Kong Representative Agreement;

(f)    the Regulations and the Central Bank UCITS Notices issued pursuant thereto; and

(g)    Memorandum detailing the names of all companies and partnerships that each director has been a member or
       partner in the last five years and an indication of whether or not they are still a member or partner.

Items (a), (b) and (c) as listed above, may also be obtained from the Paying Agents.




                                                               32
                               T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Appendix I

Information for Investors in Austria

Paying Agent
In accordance with the requirements of Austrian law, the Managers have appointed Bank Austria Creditanstalt AG,
Obere Donaustrasse 19, A-1020 Wien, Austria, as its Paying Agent in Austria. The Paying Agent maintains a facility
whereby Unitholders resident in Austria may, if they wish, lodge applications for subscriptions, conversion and realisation
of Units, obtain payment for the realisation of their Units, any distribution and any other payments (at their request also in
cash in Euros) and obtain certain information relating to the Unit Trust.

General
No sale of Units in the Unit Trust may be effected to any person in Austria unless the Prospectus and latest annual and
subsequent interim report (if any) in German have been offered to the subscriber. Such reports and this prospectus
together form the Prospectus for the issue of Units.

Prices of Funds marketed to the public in Austria will be published daily in Der Standard.



Information for Investors in Belgium
1          Financial Service in Belgium
           BANQUE BRUXELLES LAMBERT S.A.
           24 avenue Marnix
           1000 Brussels

All Funds will be available in Belgium.

2          Fees in respect of a subscription, conversion and redemption

Summary of the non-recurrent commissions and fees to be paid by the Unitholder (in percentage of the net
asset value per Unit)

        BARING EMERGING MARKETS UMBRELLA FUND                         FRONT END LOAD1                 EXIT FEES              CONVERSION FEES

        Baring Global Emerging Markets Fund                                   5%                         0%                          0%
        Baring Latin America Fund                                             5%                         0%                          0%

There are no other fees payable by Unitholders.

Summary of the recurrent remuneration, commissions and fees to be paid by the Unit Trust or the Funds

                                                                    ANNUAL
                                                                                                                            ADMINISTRATOR &
       BARING EMERGING MARKETS UMBRELLA FUND                      MANAGEMENT                TRUSTEE FEE (%)
                                                                                                                            REGISTRAR FEE %
                                                                    FEE (%)

                                                                                                                       0.5% p.a. up to NAV of
                                                                                                                          US$50,000,000
                                                                                                                        0.375% p.a. of NAV in
                                                                                                   0.1
       Baring Global Emerging Markets Fund                              1.5                                                  excess of
                                                                                        Min. £6,000 per year               US$50,000,000
                                                                                                                            Min. £30,000 p.a


                                                                                                   0.1                         0.375% p.a.
       Baring Latin America Fund                                       1.25
                                                                                        Min. £6,000 per year               Min. £24,000 p.a.




1
    These 5% are divided as follows: financial services commissions: 3% and fees retained by the Managers as contributions to marketing costs: 2%

                                                                              33
                                T HE B ARING E MERGING M ARKETS U MBRELLA F UND


3          Taxation

In principle, a tax on stock exchange transactions is levied upon the subscription of Units in the Funds and the
conversion of Units in the Funds through a professional intermediary.
                                   2
The applicable rates are as follows :

                      FRONT END LOAD                                  EXIT                 CONVERSION

                      Distribution Units: 0.14%                Distribution Units:    Distribution Units into
                      (max. Euros 250 )                                0%             distribution Units: 0%

Dividends on distribution Units in the Funds distributed to Unitholders residing in Belgium when paid or attributed through
a professional financial intermediary in Belgium are subject to withholding tax of currently twenty-five per cent.

On the other hand, individual Belgian holders holding Units as a private investment are not subject to Belgian income
taxation on capital gains realised upon the conversion, redemption or other transfers of Units in the Funds.

4          Information for Unitholders

The following documents are open to inspection by the public at the premises of the financial service company in
Belgium:

(a)        the Trust Deed, which is the incorporation deed of the Unit Trust;
(b)        the Prospectus;
(c)        the annual and half yearly reports relating to the Unit Trust;
(d)        the Administrator Agreement;
(e)        the Hong Kong Representative Agreement; and
(f)        the UCITS Notices issued by Central Bank, which are circulars issued in connection with the UCITS Directive

The following information will be published in one or more newspapers, amongst which are De Financieel Economische
Tijd and L’Echo, in Belgium:

•     issue price and net asset value;
•     payments of dividends;
•     changes to fees payable by the investor and by the Unit Trust;
•     notices for Unitholders’ meetings;
•     resolution to wind up and applicable conditions;
•     suspension of the computation of the net asset value of units; and
•     amendments to Trust Deed

As a general rule, the Unit Trust shall publish in Belgium any information made public in its country of origin.

This Prospectus is issued after having been approved by the Banking and Finance Commission in accordance with
article 22 of the Royal Decree of 4 March 1991 regarding collective placement entities, as required by article 75 of the
said Decree.

This approval does not imply any judgement as to the appropriateness or the quality of the transaction nor of the
situation of the issuer.



Information for Investors in Denmark
Taxation of The Baring Emerging Markets Umbrella Fund

The Baring Emerging Markets Umbrella Fund is subject to taxation in Ireland, as outlined in the Taxation section on page
20 of this Prospectus. As a consequence thereof, Ireland is entitled to claim tax on income earned in The Baring
Emerging Markets Umbrella Fund. A description hereof can be found in the section about taxation in the Prospectus,
pages 20 to 25.




2
    Please note that there are no capitalisation Units


                                                              34
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Taxation in Denmark of Danish Investors

The following is an account of taxation in Denmark of Danish investors in The Baring Emerging Markets Umbrella Fund.

The target group of investors in Denmark consists of institutional investors, notably banks, life assurance companies,
pension insurance companies, pension funds etc. It is not possible to describe all the tax situations that may arise when
investing in The Baring Emerging Markets Umbrella Fund and, therefore, this explanation is not exhaustive. It is, under
all circumstances, recommended that potential Danish investors contact their own tax advisor, regarding the
consequences of investment into The Baring Emerging Markets Umbrella Fund.

Under Danish tax legislation The Baring Emerging Markets Umbrella Fund complies with requirements for taxation as an
accumulating Unit Trust. Pursuant to Danish legislation the investors will be taxed on income earned in The Baring
Emerging Markets Umbrella Fund in the same way as on dividends from a public limited company and, when redeeming
the Units in the Unit Trust, in the same way as when redeeming shares.

The taxation of each individual investor depends upon which of the following categories the investor’s or the investors’
invested means belong.

Trade Taxation

If, under Danish tax law, the investor is regarded as a businessman trading securities, including units in unit trusts, the
investor will be taxed on all yields therefrom as for ordinary income. Also, the investor will, in such a situation, have a
right to deduct loss from the ordinary income.

The tax rate for corporate income is thirty per cent.

Non-trading Investors, Non-Pension Means

If the invested means from a tax point of view are not regarded as pension means subject to the Danish Pension Tax
Act, the investors will be taxed as follows:

Yield

Any dividend from The Baring Emerging Markets Umbrella Fund is, from a tax point of view, regarded as distribution of
dividend.

Due to the character of the activities of The Baring Emerging Markets Umbrella Fund, the dividend is regarded as a
dividend from a company of a mainly financial character and therefore, the entire amount paid will be included in the
taxable income. The dividend will be taxed at thirty per cent.

The taxation of dividend from companies with activities of a financial character will therefore exceed the taxation of
dividends from companies with activities of a not mainly financial character as, in the latter event, the taxable dividend
will only be sixty six per cent of the dividend paid out.

Sale of Units issued

When redeeming Units any gain or loss will be taxed pursuant to the Danish Tax on Gains from Capital Act.

In relation to taxation, the activities of The Baring Emerging Markets Umbrella Fund will be regarded as being of a mainly
financial character. As The Baring Emerging Markets Umbrella Fund is, furthermore not subject to taxation in its home
country, any gains will be taxed with an additional one per cent for each year of ownership, but not less than at ten per
cent however. Loss is not deductible.

Taxation of gains relating to investment in activities of a mainly financial character will, thus, normally largely exceed the
taxation of investments in activities that are not mainly of a financial character. In the latter event the taxation will, as a
maximum, be based on the gain with a possibility of source-limited deduction of loss. Furthermore, gains obtained after
three years of ownership will generally be tax-exempt.

Gains are calculated as the difference between the purchase price and the sales price. The amount is calculated using
the average method and on the basis of a first-in-first-out principle.

Non-Trading Investors, Pension Means

For pension funds, life assurance companies and other taxable companies, all net yields from The Baring Emerging
Markets Umbrella Fund will, pursuant to the Pension Taxation Act, be taxed at fifteen per cent.

The calculation of yield shall be made at market value as at the balance sheet date.




                                                              35
                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Information for Investors in France
The Managers have appointed ING Bank (France) S.A, 89/91, rue du faubourg Saint Honoré, 75008 Paris as
representative and paying agent for France. Investors can obtain free of charge the Prospectus, the latest Annual and
Interim reports, as well as copies of the Trust Deed from the representative at the above address or at Baring Asset
Management France S.A., 35 avenue Franklin Roosevelt, 75008 Paris.

Baring Asset Management France S.A., 35 avenue Franklin Roosevelt, 75008 Paris, is in charge of the promotion of the
Funds in France and has the ability to receive subscription, conversion and redemption forms and will transmit such
applications to the Managers.



Information for Investors in Germany
The paying agent and information agent (“German Paying and Information Agent”) for the Unit Trust in the Federal
Republic of Germany is:

Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt am Main
Federal Republic of Germany

Any written correspondence should be directed to Deutsche Bank AG "CTAS/Global Equity Services, Post IPO
Services" under the above address.

A further information agent (“Further German Information Agent”) for the Unit Trust in the Federal Republic of Germany
is:

Baring Asset Management AG
Friedrichstrasse 2-6
60323 Frankfurt am Main
Federal Republic of Germany

Requests for realisation and conversion of Units may be submitted to the German Paying Agent and Information Agent.

All payments to the Unitholders including realisation proceeds and distributions, if any, may be transmitted through the
German Paying Agent and Information Agent if so requested by the Unitholder.

The Trust Deed and Supplemental Trust Deeds, the Prospectus and any supplemental prospectuses, the audited annual
and unaudited semi-annual reports, the issue and realisation prices as well as the contracts and other documents
mentioned in the section headed “Documents available for inspection” are available from the German Paying Agent and
Information Agent and the Further German Information Agent. Moreover, issue and realisation prices, the interim profits
and the deemed distribution profits as well as any notices to Unitholders will be published in the Federal Republic of
Germany in the Börsen-Zeitung on a daily basis. In addition, issue and realisation prices as well as any notices to
Unitholders will be published in the Handelsblatt (together with the interim profits) and the Frankfurter Allgemeine Zeitung
on a daily basis.

General

No sale of Units in the Unit Trust may be effected to any person in Germany unless the Prospectus and latest annual and
subsequent interim report (if any) in German have been offered to the subscriber. Such reports and this prospectus
together form the Prospectus for the issue of Units.



Information for Investors in Luxembourg
Paying Agent

In accordance with the requirements of Luxembourg law (Article 55 of the Luxembourg Law of 30th March, 1988), the
Managers have appointed Banque de Luxembourg S.A. with its registered office at 14, Boulevard Royal, L-2449
Luxembourg (the “Paying Agent”) as its Paying Agent in Luxembourg. Accordingly, Unitholders resident in Luxembourg
may, if they so wish, lodge applications for subscription, redemption and conversion of Units and obtain payment of
redemption of their Units and distribution payments, through the Paying Agent.




                                                            36
                       T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Documents and Information

Copies of the Trust Deeds establishing the Funds, the Prospectus and the latest annual and interim report and accounts,
the UCITS Regulations and the Central Bank of Ireland Notices, as well as the issue and redemption prices may be
obtained from the Luxembourg Paying Agent at the above address during usual business hours on business days.

Any notices to Unitholders will be sent to their registered address.

Taxation in Luxembourg

(a)    Unit Trust - Under current Luxembourg law, there are no Luxembourg ordinary income, capital gains, estate or
       inheritance taxes payable by the Unit Trust.

(b)    Unitholders - Under current Luxembourg law, there is no Luxembourg ordinary income, capital gains, estate or
       inheritance taxes payable by the Unitholders in respect of their Units, except by Unitholders who are domiciled in,
       or are residents of or have a permanent establishment in the Grand-Duchy of Luxembourg and except by certain
       former Luxembourg residents.



Information for Investors in Switzerland
The Managers have appointed ING Bank Brussels Lambert (Switzerland) Ltd., 30, Avenue de Frontenex, 1207 Geneva,
Switzerland as representative and paying agent for Switzerland. Investors can obtain free of charge the Prospectus, the
last annual and interim reports, as well as copies of the Trust Deed from the representative at the above address.

Official publications for the Fund are made in the Neue Zürcher Zeitung and in the Swiss Official Trade Gazette. Unit
prices (net asset value with the words "plus commission") are published daily in the Neue Zürcher Zeitung.

For Units distributed in Switzerland, the execution place is at ING Bank Brussels Lambert (Switzerland)’s address. Any
dispute between the Unit Trust and investors in Switzerland shall be submitted to the jurisdiction of the courts of Geneva.
Any communication in this respect should be addressed to the Swiss representative at the above address.




                                                             37
T HE B ARING E MERGING M ARKETS U MBRELLA F UND




                      38
                      T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Appendix II

Registration/Listing Status

                                      Global Emerging          Latin America      Emerging
                                      Markets                                     Opportunities


           Austria
                                                                                          *

           Belgium
                                                                                          *

           Channel Islands Stock
           Exchange


           Denmark
                                                                                          *

           Finland
                                                                                          *

           France
                                                                                          *

           Germany
                                                                                          *

           Greece
                                                                                          *

           Hong Kong


           Irish Stock Exchange


           Luxembourg
                                                                                          *

           Norway
                                                                                          *

           Sweden
                                                                                          *

           Switzerland
                                                                                          *

           United Kingdom




Notes

    confirmation that the Fund is registered for public marketing. In the case of Denmark, the Funds are authorised for
    marketing to institutional investors in Denmark.
*   application submitted, pending approval.




                                                          39
                    T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Enquiries To:
BARING ASSET MANAGEMENT LIMITED                     PAYING AGENT - FRANCE
155 Bishopsgate,                                    ING Bank (France) S.A.,
London EC2M 3XY,                                    89/91, rue du faubourg,
England                                             Saint Honoré,
                                                    75008 Paris,
Regulated by FSA                                    France

Telephone:      44(0)20-7628 6000
Facsimile:      44(0)20-7214 1655                   PAYING AGENT - GERMANY
                                                    Deutsche Bank AG
                                                    Unternehmen und Institutionen,
BARING ASSET MANAGEMENT FRANCE S.A.                 Emissionsfolgegeschaefte,
35, avenue Franklin Roosevelt,                      Taunusanlage 12,
75008 Paris,                                        60325 Frankfurt am Main,
France                                              Germany

Telephone:      331 53 93 6000
Facsimile:      331 42 89 4161                      FURTHER INFORMATION AGENT – GERMANY
                                                    Baring Asset Management AG
                                                    Friedrichstrasse 2-6,
BARING INTERNATIONAL FUND MANAGERS                  60323 Frankfurt am Main,
LIMITED                                             Federal Republic of Germany
19th Floor, Edinburgh Tower,
15 Queen’s Road Central,
Hong Kong                                           REPRESENTATIVE – GREECE
                                                    Confine Hellas Asset Management
Telephone:      852 2 841 1411                      3 G. Bakou Str. 115 24,
Facsimile:      852 2 526 7129                      Athens,
                                                    Greece

BARING INTERNATIONAL FUND MANAGERS
(IRELAND) LIMITED                                   PAYING AGENT - LUXEMBOURG
IFSC House,                                         Banque de Luxembourg S.A.
International Financial Services Centre,            14, Boulevard Royal,
Dublin 1,                                           L-2449 Luxembourg
Ireland

Telephone:      353 1 670 0660                      PAYING AGENT - SWEDEN
Telex:          91955 IFMI EI                       S.E. Banken
Facsimile:      353 1 670 1181                      Sergels Torg 2,
                353 1 670 1185                      106 40 Stockholm,
                (Shareholder Services Dept.)        Sweden


PAYING AGENT - AUSTRIA                              PAYING AGENT/REPRESENTATIVE -
Bank Austria Creditanstalt AG                       SWITZERLAND
Obere Donaustrasse 19,                              ING Bank Brussels Lambert (Switzerland) Ltd.
A-1020 Wien,                                        30, Avenue de Frontenex,
Austria                                             1207 Geneva,
                                                    Switzerland

PAYING AGENT – BELGIUM
Banque Bruxelles Lambert S.A.
24 avenue Marnix,
1000 Brussels,
Belgium




                                               40
     T HE B ARING E MERGING M ARKETS U MBRELLA F UND



SUPPLEMENT TO PROSPECTUS DATED DECEMBER 2003




                      41
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND



                             The Baring Emerging Markets Umbrella Fund

                                        Dated this: 10 December 2003

                                          Supplement to Prospectus
This supplement forms part of the prospectus dated 25 June 2003 (the “Prospectus”) for The Baring Emerging
Markets Umbrella Fund an umbrella unit trust (the “Unit Trust”) and should be read in the context of, and
together with, the full information in the Prospectus.

Distribution of this Supplement is not authorised unless accompanied by a copy of the Prospectus and the reports
referred to therein which together form the Prospectus for the issue of Units in the Funds.

The Directors of Baring International Fund Managers (Ireland) Limited (the “Managers”), the Managers of the Unit Trust,
whose names appear on page 4 of the Prospectus, are responsible for the information contained in this Supplement. To
the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case)
the information contained in this document is in accordance with the facts and does not omit anything likely to affect the
import of such information. The Directors accept responsibility accordingly.

Directorial changes

It should be noted that Mr. Victor Holmes, Mr. George Harvey and Ms. Neena Aeri are no longer directors of the
Managers following their resignations on the 28 August 2003.

Messrs Mike Clegg, Anthony Cooney and John Somers were appointed as directors of the Managers on the 28 August
2003.

Accordingly, the following changes will be made to the Prospectus:
i.    All references to Mr. Victor Holmes, Mr. George Harvey and Ms. Neena Aeri as directors of the Managers shall be
      deemed, with effect from 28 August, to have been deleted.
ii.   The following biographies of Messrs Mike Clegg, Anthony Cooney and John Somers shall be inserted on page 8
      of the Prospectus.

Mike Clegg

Mike Clegg (born in 1954) is an Associate of the Institute of Chartered Accountants in England and Wales and has 20
years of financial services experience, in both London and Hong Kong, primarily in the area of operations and
management, including four years serving as Managing Director of a UK listed investment company. Mr. Clegg, who is
British, joined Barings in 1987 and is currently the Group Head of Investment Operations and a Director of Baring Fund
Managers.

Anthony Cooney

Anthony Cooney (born in 1967) is a fellow of the Chartered Association of Certified Accountants and has been Head of
the Valuations and Fund Accounts department in International Fund Managers (Ireland) since 1996. Mr. Cooney, who is
Irish, joined the Company in 1990 and is a Director of the Administrator since early 2003. Mr. Cooney serves as a
director on the boards of a number of investment companies.

John Somers

John Somers (born in 1969) is a member of the Chartered Association of Certified Accountants. Mr. Somers is the Head
of Investor Services for the Administrator. Mr. Somers, who is Irish, has worked in Bermuda, Isle of Man and Dublin
where he has acquired financial services experience in hedge, mutual and private equity funds.

The current directors of the Managers are as follows:
Juliette Home
William Nicholas Collins
Mike Clegg
Anthony Cooney
John Somers


                                                           42
                         T HE B ARING E MERGING M ARKETS U MBRELLA F UND


Change of Hong Kong representative

The paragraph under the heading “Hong Kong Representative” on page 8 of the Prospectus shall be deleted in its
entirety and the following paragraph will be substituted in lieu thereof:

With effect from 1 October 2003 the function of Hong Kong representative transferred from Baring International Fund
Managers Limited, to its sister company in Hong Kong, Baring Asset Management (Asia) Limited. As part of its function
as the Hong Kong representative, Baring Asset Management (Asia) Limited will receive applications for Units from
prospective investors in Hong Kong and its localities, arrange for the issue of Unit certificates (if requested) to successful
applicants and deal with realisation requests and other enquires from Unitholders.

The details of the new Hong Kong representative are as follows:

Baring Asset Management (Asia) Limited
19th Floor, Edinburgh Tower,
15 Queen’s Road Central,
Hong Kong
Tel:   852 2 841 1411
Fax:   852 2 526 7129

Information for investors in Switzerland

The paragraphs under the heading “Information for Investors in Switzerland” on page 37 of the Prospectus shall be
deleted in their entirety and the following paragraphs will be substituted in lieu thereof:

The Managers have appointed ING Bank (Switzerland) Ltd., 30, Avenue de Frontenex, 1207 Geneva, Switzerland, as
representative and paying agent for Switzerland. Investors can obtain free of charge the Prospectus, the last annual and
interim reports, as well as copies of the Trust Deed from the representative at the above address.

Official publications for the Fund are made in the Neue Zürcher Zeitung and in the Swiss Official Trade Gazette. Unit
prices (net asset value with the words "plus commission") are published daily in the Neue Zürcher Zeitung.

For Units distributed in Switzerland, the performance place is at ING Bank (Switzerland) Limited’s address. Any dispute
between the Unit Trust and investors in Switzerland shall be submitted to the jurisdiction of the courts of Geneva. Any
communication in this respect should be addressed to the Swiss representative at the above address.

Baring Emerging Opportunities Fund

The investment objectives and policies of the Baring Emerging Opportunities Fund as stated on pages 9 and 10 of the
Prospectus shall be deleted in its entirety and the following shall be substituted in lieu thereof:

The investment objective of the Baring Emerging Opportunities Fund is to seek long-term capital growth, primarily
through investment in a concentrated portfolio of developing country equity securities, combined with active management
of the country and sector allocations.

Developing country equity securities for this purpose consist of (i) equity securities of companies incorporated in a
developing country; (ii) equity securities of companies, a substantial proportion of whose revenues derive, or are
expected to derive, from one or more developing countries, or a substantial proportion of whose assets are, or are
expected to be, located in one or more developing countries; (iii) equity securities of, or interests in, investment
companies or similar funds, the investment objective of which is to invest in any one or more developing countries; and
(iv) equity securities not falling within (i), (ii) or (iii) above but which are listed or traded principally on a stock market
which is considered by the Managers to be small, immature or relatively inefficient.

The Managers determine from time to time in which developing countries investment opportunities are sought. Initially,
such developing countries comprised of Argentina, Brazil, China, Chile, Colombia, Czech Republic, Egypt, Hong Kong,
Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, the Philippines, Poland,
Russia, South Africa, Sri Lanka, Taiwan, Thailand, Turkey, Venezuela and Vietnam. The Managers keep this list of
countries under review and may revise it from time to time by the addition of further countries which they consider to be
generally recognised as developing countries by the international financial community and which they consider suitable
for investment by the Unit Trust for the Baring Emerging Opportunities Fund. The Managers may also delete countries
which they consider no longer meet their criteria.




                                                              43
                         T HE B ARING E MERGING M ARKETS U MBRELLA F UND

As long as this class of Unit is distributed in Switzerland, the investment policy will be to invest not less than two thirds of
the total market value of the Baring Emerging Opportunities Fund at any one time, in securities issued by companies
incorporated in one or more developing countries, or which in the capacity as holding companies hold the preponderant
part of their participation in companies incorporated in one or more developing countries or which carry on the
preponderant part of their business in one or more developing countries.

It is the policy of the Managers to invest the assets of the Baring Emerging Opportunities Fund primarily in developing
country equity securities listed on securities exchanges or actively traded on over-the-counter markets. A list of
exchanges and regulated markets is set out in the Trust Deed in accordance with the requirements of the IFSRA (see
page 14 under the heading “Investment Restrictions”). Equity securities include equity-related instruments, such as
convertible securities and warrants. The Managers may revise the list of exchanges and markets referred to above from
time to time.

Investment may also be made in debt instruments which are traded in or dealt in on any market listed in the Trust Deed
(see page 14 under the heading “Investment Restrictions”). The Managers may revise the list of markets on which debt
instruments may be acquired from time to time.

Subject to the restrictions set out at paragraph (ii) under the heading “Investment Restrictions” on page 14, investment
may be made in instruments which are not listed on a securities exchange or traded over-the-counter.

The policy of the Managers is to maintain diversification in terms of the countries to which investment exposure is
maintained but there is no limit to the proportion of the assets which may be invested in any one country.

Investment by foreign investors in many developing countries is currently restricted. Indirect foreign investment may,
however, be permitted or facilitated in certain of those countries through investment funds which have been specifically
authorised for the purpose. It is the policy of the Managers to invest in such funds from time to time. Furthermore, the
Managers may invest in other investment funds offering exposure to any particular developing country or developing
countries where such funds are considered attractive investments in their own right. The Trust Deed contains restrictions
on investment in any such funds which constitute collective investment schemes (see below); that term, however, does
not include closed-ended funds.

Exposure to developing countries is also sought by indirect means, by investing in shares of companies which derive, or
are expected to derive, a substantial proportion of their revenue from, or have, or are expected to have, a substantial
proportion of their assets located in, a developing country or developing countries.

Subject to the percentage of the Baring Emerging Opportunities Fund’s assets which may be invested in unlisted
securities (see “Investment Restrictions” in the Prospectus), the Managers will only invest in securities that are traded on
exchanges and markets which are regulated, operate regularly, are recognised and which are open to the public.

It will not be a primary investment objective of the Managers to acquire assets for the Baring Emerging Opportunities
Fund that will produce a significant level of income.

The Baring Emerging Opportunities Fund is distinctive from the Baring Global Emerging Markets Fund in respect that the
Baring Emerging Opportunities Fund will generally have a higher level of stock, sector and country emphasis than the
Baring Global Emerging Markets Fund.

Data Protection Act Notice

The following paragraph shall be added as the first paragraph under the heading “Miscellaneous” on page 31 of the
Prospectus:

The Managers act as data controller for the purposes of relevant data protection legislation and accordingly personal
data may be processed, transferred, and/or disclosed by the Funds, the Trustee, its agents, appointees (including the
Administrator, Registrar, Transfer Agent and Custodian) and associates for the following purposes:

•   Subscribing, redeeming, or transferring Units and complying with your instructions in connection therewith;
•   Providing ancillary administrative and management services in connection with your investment;
•   Analysis of the Funds or Group companies services;
•   Compliance with Anti-Money laundering and other foreign and domestic legal regulatory and obligations;
•   Monitoring and/or recording of telephone calls and emails in order to detect and prevent fraud and/or to confirm and
    aid the accurate implementation of your instructions;
•   To send you information on other products and service which may be of interest to you (unless you have indicated on
    the application form that you do not wish to receive such information).



                                                              44
                     T HE B ARING E MERGING M ARKETS U MBRELLA F UND

Where necessary or consequent upon the way the Baring Asset Management Group organises its business data may be
transferred outside the European Economic Area which may not have the same data protection laws as Ireland.




                                                      45
T HE B ARING E MERGING M ARKETS U MBRELLA F UND




                     46
 T HE B ARING E MERGING M ARKETS U MBRELLA F UND

SUPPLEMENT TO PROSPECTUS DATED APRIL 2005




                47
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND

                              The Baring Emerging Markets Umbrella Fund

                                             Dated this 1 April, 2005

                                          Supplement to Prospectus

This supplement forms part of the prospectus dated 25th June 2003 and the Supplement to the Prospectus dated
10 December, 2003 (the “Prospectus”) for The Baring Emerging Markets Umbrella Fund an umbrella unit trust
(the “Unit Trust”) and should be read in the context of, and together with, the full information in the Prospectus.

Distribution of this Supplement is not authorised unless accompanied by a copy of the Prospectus and the reports
referred to therein which together form the Prospectus for the issue of Units in the Funds.

The Directors of Baring International Fund Managers (Ireland) Limited (the “Managers”), the Managers of the Unit Trust,
whose names appear on page 4 of the Prospectus, are responsible for the information contained in this Supplement. To
the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case)
the information contained in this document is in accordance with the facts and does not omit anything likely to affect the
import of such information. The Directors accept responsibility accordingly.

CHANGE OF OWNERSHIP OF THE MANAGERS, THE TRUSTEE AND THE ADMINISTRATOR AND REGISTRAR

There has been a change in the ownership of the Managers, the Trustee and the Administrator effective from 1 April
2005.

The Managers are now an indirect wholly owned subsidiary of Massachusetts Mutual Life Insurance Company, a
member of the Mass Mutual Financial Group and the Trustee and the Administrator are now wholly owned by Northern
Trust GSF Holdings Limited.

Accordingly, the following changes will be made to the Prospectus:

The tenth paragraph under the heading “Managers, Trustee, Administrator and Registrar” on page 7 of the Prospectus
will be deleted in its entirety and replaced with the following:

"The Managers are an indirect wholly -owned subsidiary of Massachusetts Mutual Life Insurance Company, a member of
the MassMutual Financial Group. MassMutual Financial Group comprises member companies with nearly US$300 billion
of assets under management as of June 30, 2004 and is a global, growth-oriented, diversified financial services
organization providing life insurance, annuities, disability income insurance, long-term care insurance, retirement
planning products, structured settlement annuities, trust services, money management, and other financial products and
services. The Trustee and the Administrator are wholly-owned subsidiaries of Northern Trust GSF Holdings Limited
which is in turn wholly owned by The Northern Trust Corporation. The Northern Trust Corporation and its subsidiaries
comprise the Northern Trust Group, one of the world's leading providers of global custody and administration services to
institutional and personal investors. As at 30 September, 2004, the Northern Trust Group's assets under custody and
administration totalled in excess of US$2.4 trillion.”

CHANGES TO THE CHARGES AND EXPENSES SECTION OF THE PROSPECTUS

The seventh and eighth paragraphs on page 19 of the Prospectus under the heading “Charges and Expenses” will be
deleted in their entirety and replaced with the following with effect from 1 April 2005:-


“The Trustee is entitled under the Trust Deed to receive out of the assets of the Unit Trust a fee at the rate of 0.025 per
cent per annum of the value of the net assets of each Fund payable monthly in arrears and transaction charges at the
rate of £50 per security transaction effected for the Unit Trust. The fee will be subject to a minimum of £6,000 per annum
for each Fund. The Trustee is entitled to be reimbursed all fees and charges of custodians and sub-custodians
appointed by it and all other expenses incurred by it. Any sub-custodian fees will be charged at normal commercial
rates.

         In the case of the Baring Global Emerging Markets Fund and the Baring Emerging Opportunities Fund, the
         Managers are entitled to receive an Administration fee for the account of the Managers at the rate of 0.575 per
         cent per annum of the net asset value of the Fund up to a net asset value of US$50,000,000 and at a rate of
         0.45 per cent per annum of the net asset value of the Fund in excess thereof. In the case of the Baring Latin
         America Fund, the Administration fee will be charged at the rate of 0.45 per cent per annum of the net asset

                                                            48
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND

         value of the Fund. Such fees may be increased to an amount not exceeding 0.575 per cent per annum of the
         net asset value of the Fund up to a net asset value of US$50,000,000 and 0.45 per cent per annum of the net
         asset value of the Fund in excess thereof, on giving not less than three months’ notice to Unitholders. The fees
         are paid monthly in arrears and are calculated by reference to the value of the net assets of the Fund as at the
         close of business on each Dealing Day. The fees will be subject to a minimum of £30,000 per annum in the
         case of the Baring Global Emerging Markets Fund and Baring Emerging Opportunities Fund and £24,000 per
         annum in the case of the Baring Latin America Fund. The Managers will pay the fees of the Administrator and
         Registrar out of the Administration fee. The Administrator and Registrar are entitled to be reimbursed certain of
         their out-of-pocket expenses out of the assets of the Unit Trust.”

These changes will not result in any increase in the amount of charges and expenses payable by Unitholders.

DIRECTORIAL CHANGES

It should be noted that Mr. John Somers is no longer a director of the Managers following his resignation on 15 February,
2005.

Mr. Mark Thorne and Mr. Paul Savage were appointed as directors of the Managers on 14 February, 2005 and 24
February 2004 respectively.

Accordingly, the following changes will be made to the Prospectus:

i        All references to Mr. John Somers as a director of the Managers shall be deemed, with effect from 15 February,
         2005, to have been deleted.

ii       The following biographies of Mr. Mark Thorne and Mr. Paul Savage shall be inserted on page 8 of the
         Prospectus:

Mark Thorne

Mark Thorne (born 1970) is Managing Partner of Dillon Eustace, Solicitors, one of Ireland’s leading law firms. He has
worked extensively in the area of international financial services, investment and fund management and was seconded
for a time as in-house legal officer to the Administrator. Mr. Thorne, who is Irish, has been with Dillon Eustace since its
inception in 1992, became a partner in 1999 and holds a Bachelor of Civil Law degree from University College, Dublin.

Paul Savage

Paul Savage (born in 1958) is currently Group Head of Investment Operations at Baring Asset Management and a
Director of Baring Fund Managers Limited. He has spent 18 years in the investment management industry in London in
investment operations, IT and management roles. Mr. Savage, who is British, joined Baring Asset Management as Head
of Market Activities in 2001. He has a degree in English and French from Sheffield University.

The current Directors of the Managers are as follows:-

Juliette Home
William Nicholas Collins
Paul Savage
Anthony Cooney
Mark Thorne

CHANGE OF DETAILS IN RELATION TO THE ADMINISTRATOR

As a result of the change in ownership of the Managers, the Trustee and the Administrator, the Administration
Agreement will be replaced with an Administration Agreement between the Managers, the Administrator and the Trustee
(the “Administration Agreement”).

Accordingly, the following changes will be made to the Prospectus:

i        The ninth paragraph under the heading “Managers, Trustee, Administrator and Registrar on page 7 of the
         Prospectus will be deleted in its entirety and replaced with the following:

         “Under the terms of an Administration Agreement dated 1 April 2005 entered into between the Managers, the
         Trustee and International Fund Managers (Ireland) Limited (the “Administrator”), the Managers have appointed
         the Administrator as the Administrator of the Unit Trust. The Managers have delegated their duties as registrar
         to the Administrator pursuant to the Administration Agreement. The Administration Agreement provides that the
         appointment of the Administrator may be terminated by any party giving not less than six months’ notice in

                                                            49
                                T HE B ARING E MERGING M ARKETS U MBRELLA F UND

             writing to the others, such notice expiring any time on or after the expiry of a period of five (5) years
             commencing after the effective date of the Administration Agreement. The Administrator, a company
             incorporated in Ireland on 15th June, 1990, specialises in the administration of investment funds.”

INFORMATION FOR INVESTORS IN BELGIUM

The paragraph under the heading "Information for Investors in Belgium" on page 33 of the Prospectus shall be deleted in
its entirety and replaced with the following:

Information for Investors in Belgium
1          Financial Service in Belgium

ING Belgium SA/NV
24 avenue Marnix
1000 Brussels

All Funds will be available in Belgium.

2          Fees in respect of a subscription, conversion and redemption

Summary of the non-recurrent commissions and fees to be paid by the Unitholder (in percentage of the net
asset value per unit)

                BARING EMERGING MARKETS                                                                                                CONVERSION
                                                               FRONT END LOAD1                    EXIT FEES
                UMBRELLA FUND                                                                                                          FEES

                Baring Global Emerging Markets Fund                       5%                      0%                                   0%
                Baring Latin America Fund                                 5%                      0%                                   0%
                Baring Emerging Opportunities Fund                        5%                      0%                                   0%

There are no other fees payable by Unitholders.

The minimum investment in respect of initial applications shall be 3,500 EUR, US$5,000 or £2,500 for each Fund.

Summary of the recurrent remuneration, commissions and fees to be paid by the Unit Trust or the Funds

                                                                          ANNUAL
                                                                                                                                    ADMINISTRATOR
                BARING EMERGING MARKETS                                   MANAG                     TRUSTEE FEE
                                                                                                                                     & REGISTRAR
                UMBRELLA FUND                                              EMENT                        (%)
                                                                                                                                        FEE (%)
                                                                          FEE (%)

                                                                                                                         0.575% p.a. up to NAV of
                                                                                                                              US$50,000,000
                                                                                                  0.025%
    Baring Global Emerging Markets Fund                               1.5%                                                0.45% p.a. up to NAV in
                                                                                         Min £6,000 per annum
                                                                                                                         excess of US$50,000,000
                                                                                                                          Min. £30,000 per annum
                                                                                                  0.025%                            0.45%
    Baring Latin America Fund                                         1.25%
                                                                                         Min. £6,000 per annum            Min. £24,000 per annum
                                                                                                                         0.575% p.a. up to NAV of
                                                                                                                              US$50,000,000
    Baring Emerging Opportunities Fund                                                            0.025%
                                                                      1.75%                                               0.45% p.a. up to NAV in
                                                                                         Min £6,000 per annum            excess of US$50,000,000
                                                                                                                          Min. £30,000 per annum

3          Taxation

In principle, the tax regime set out below applies in Belgium to persons that are subject to personal income tax (and who
do not use their units for their professional activities).



1
    These 5% are divided as follows: financial services commissions: 3% and fees retained by the Managers as contributions to marketing costs: 2%


                                                                             50
                                  T HE B ARING E MERGING M ARKETS U MBRELLA F UND

In principle, a tax on stock exchange transactions is levied upon the subscription of units in the Funds and the
conversion of units in the Funds through a professional intermediary.
                                                 2
The applicable rates are as follows:

                                   TAX ON STOCK EXCHANGE
                                   TRANSACTIONS
                                                                                 EXIT             CONVERSION
                                   FRONT END LOAD



                       Distribution units: 0%                      Distribution units:   Distribution units into
                                                                           0%            distribution units: 0%




                       TAX ON THE DELIVERY OF BEARER SECURITIES
                       ON APPLICATION                                     EXIT                CONVERSION


                       Not applicable                                      --               Not applicable

Dividends on distribution units in the Funds distributed to Unitholders residing in Belgium when paid or attributed through
a professional financial intermediary in Belgium are subject to withholding tax of currently twenty-five per cent.
Nevertheless, dividends that are distributed by a foreign undertaking for collective investments constituted after 1
January 1994 or by a sub-fund of such undertaking, and of which the units have been publicly offered in Belgium can
benefit from a reduced withholding tax of fifteen per cent.

Persons that would receive dividends without the intervention of a professional intermediary in Belgium need to mention
these dividends in their Belgian tax declaration for individuals and such dividends will be subject to income tax at a usual
rate of 25% (or of 15%) (to be increased with local surtax).

On the other hand, individual Belgian holders holding units as a private investment are not subject to Belgian income
taxation on capital gains realised upon the conversion, redemption or other transfers of units in the Funds.

An annual tax on collective investment funds is due by the Funds on the total of the net outstanding amounts in Belgium
on 31 December of the preceding year. The rate of this tax is equal to 0.07% and will be increased to 0.08% as of 1
January 2007.

The purchase or sale of shares on the secondary market is subject to a 0.07% tax on stock exchange transactions if a
professional intermediary intervenes.

4           Information for Unitholders

The following documents are open to inspection by the public at the premises of the financial service company in
Belgium:

(a)         the Trust Deed, which is the incorporation deed of the Unit Trust;
            (b)        the Prospectus;
            (c)        the annual and half yearly reports relating to the Unit Trust;
            (d)        the Administrator Agreement;
            (e)        the Hong Kong Representative Agreement; and
            (f)        the UCITS Notices issued by the IFSRA, which are circulars issued in connection
                       with the UCITS Directive

The following information will be published in one or more newspapers, amongst which are De Tijd and L’Echo, in
Belgium:

              •     issue price and net asset value;
              •     payments of dividends;
              •     changes to fees payable by the investor and by the Unit Trust;
              •     notices for Unitholders’ meetings;
              •     resolution to wind up and applicable conditions;

2
    Please note that there are no capitalisation units.

                                                                  51
                        T HE B ARING E MERGING M ARKETS U MBRELLA F UND

         •   suspension of the computation of the net asset value of units; and
         •   amendments to Trust Deed

As a general rule, the Unit Trust shall publish in Belgium any information made public in its country of origin.

This Prospectus is issued after having been approved by the Banking, Finance and Insurance Commission in
accordance with article 22 of the Royal Decree of 4 March 1991 regarding collective placement entities, as required by
article 75 of the said Decree.

This approval does not imply any judgement as to the appropriateness or the quality of the transaction nor of the
situation of the issuer.




                                                             52
     T HE B ARING E MERGING M ARKETS U MBRELLA F UND



APPLICATION FORM
                                                    APPLICATION FORM
                              THE BARING EMERGING MARKETS UMBRELLA FUND
To:                                     or:                                       or:                                    *For onward transmission to:
*Baring Asset                           *Baring Asset Management                 *Baring International Fund              Baring International Fund Managers
Management Limited,                     France S.A.,                             Managers Limited,                       (Ireland) Limited (the “Managers”),
155 Bishopsgate,                        35 avenue Franklin Roosevelt,            19th Floor, Edinburgh Tower,            IFSC House,
London EC2M 3XY                         75008 Paris,                             15 Queen’s Road Central,                International Financial
England                                 France                                   Hong Kong                               Services Centre,
                                                                                                                         Dublin 1,
                                                                                                                         Ireland
Telephone: 020-7628 6000                Telephone: 331 5367 1100                 Telephone: 852-2841 1411
Facsimile: 020-7214 1655                Facsimile: 331 4070 0052                 Facsimile: 852-2526 7129                Telephone: 3531 670 0660
                                                                                                                         Facsimile: 3531 670 1185
Authorised and regulated by             Licensed by AMF                          Registered with the SFC
the Financial Services Authority


Dear Sirs,
I/We hereby apply for the number and class of Units in the Unit Trust specified in Section 1 below at the subscription price mentioned
in Note 2.

 1. INVESTMENT DETAILS
                                                              Investment Amount                          or Number                     Type of Unit
 Name of Sub-Fund                                             (Minimum £2,500, US$ 5,000
                                                                     or Euro 3,500)                       of Units                  (Delete as Appropriate)


 Baring Emerging Opportunities Fund                                                                                                    US$, Euro or £

 Baring Global Emerging Markets Fund                                                                                                   US$, Euro or £

 Baring Latin America Fund                                                                                                               US$ or Euro


 2. REGISTRATION DETAILS
 Please register holdings as follows:

 (A) Non-certificated Units                              or            (B) Certificated Units



 3. DIVIDENDS
 Any income distributions payable in respect of any Units issued pursuant to this application should be:
          Reinvested in the subscription of further Units in the Fund of the Class to which this application relates.


          Paid in currency                     (state currency) if the amount of distribution is more than US$100/£50/Euro100 and
          sent to my/our bank (details given in section 4) or to my/our address as below.


                                                   To be completed if seeking non-certificated Units or if income distributions are to be paid direct to the
  4. BANK ACCOUNT DETAILS                          Unitholders bank (see section 3).
  * Upon receipt of a redemption instruction, please pay proceeds of redemption to:
  * Please pay income distributions to:

            Name of Bank                                                         Account Number

            Account Name                                                         Sort Code

            Address


            Or
            By cheque or draft in my/our favour and sent to my/our registered address or as follows:


  * Delete as appropriate.
  If the above section is not completed, redemption proceeds will be paid by cheque in favour of the registered Unitholder or in favour
  of the joint registered Unitholders as appropriate, and sent to the registered address of the first named Unitholder or to the mailing
  address. The present instruction shall apply to the relevant Fund and shall be valid until cancelled by me/us in writing. Joint
  applicants acknowledge that they are also bound by these instructions.
5. DETAILS OF APPLICANT(S)                          Please register Units pursuant to this application in the name/s and address(es) set out below.

First Holder                                                                              Joint Holders (Maximum of four holders)
                                                                                          (There is a maximum of 50 characters available for the
                                                                                          Title, Surname and Forenames or, if applicable,
                                                                                          Company name)

                                                                                          Title & full name/
Title (Mr/Mrs/Miss)
                                                                                          company name            ___________________________
Surname
                                                                                          Title & full name/
Forenames                                                                                 company name
Or if
applicable –
Company
name
                                                                                          Title & full name/
Address                                                                                   company name




Mailing Address (if different from the address of the first-named holder)

Name

Address




6. PAYMENT METHOD                                   Please indicate how payment has been or will be made.


           By cheque/bank draft (crossed "A/C Payee and Not Negotiable") and made payable to Baring International Fund Managers (Ireland)
           Limited


           Payment by telegraphic transfer to the following account:


                      US DOLLAR
                      The Northern Trust International Banking Corporation
                      40, Broad Street, 10th Floor, New York, NY10004-2315, USA
                      SWIFT Code:                        CNORUS33
                      CHIPS:                             0112
                      Account:                           Barings (Guernsey) Limited (SWIFT Code: BBCOGGSP)
                      Account No.:                       112318-20273
                      CHIPS UID:                         177860
                      Sub-Account                        Baring International Fund Managers (Ireland) Limited
                      Re:                                The Baring Emerging Markets Umbrella Fund

                      STERLING
                      Barings (Guernsey) Limited
                      P.O. Box 71, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel Islands
                      Sort Code/CHAPS No.:              40-48-84
                      Account:                          Baring International Fund Managers (Ireland) Limited
                      Re:                               The Baring Emerging Markets Umbrella Fund

                      EURO (for payments from the UK)
                      HSBC Bank, 27-32 Poultry, London, EC2P 2BX
                      SWIFT Code:                     MIDLGB22
                      Account:                        Barings (Guernsey) Limited (SWIFT Code: BBCOGGSP)
                      Account No:                     39091042
                      Sub Account:                    Baring International Fund Managers (Ireland) Limited
                      Re:                             The Baring Emerging Markets Umbrella Fund

                      EURO (for payments from outside the UK)
                      HSBC Bank Plc
                      International payments, International Division, PO Box 181, 27-32 Poultry, London
                      SWIFT Code:                        MIDLGB22
                      IBAN no.                           GB29MIDL40051539091042
                      Account:                           Barings (Guernsey) Limited (SWIFT Code: BBCOGGSP)
                      Sub Account:                       Baring International Fund Managers (Ireland) Limited
                      Re:                                The Baring Emerging Markets Umbrella Fund


Please quote applicant's name, bank, bank account number, fund name, class of Unit and confirmation note number (if one has been
issued). No money should be paid to any salesman of Units.
7. EU SAVINGS DIRECTIVE
    This section includes extra information that is required as a result of the EU Taxation of Savings Directive, Council Directive 2003/48/EC
    (‘Savings Directive’), which deals with the taxation of savings income in the form of interest payments and seeks to ensure that individuals that
    are resident and “residual entities” that are established in an EU Member State or a “dependent or associated territory” who receive savings
    income from a paying agent in an EU Member State or a dependent or associated territory are taxed in the EU Member State or dependent or
    associated territory in which they are resident for tax purposes. “Dependent or associated territory” includes Aruba, Netherlands Antilles, Jersey,
    Guernsey, Isle of Man, Anguilla, British Virgin Islands, Cayman Islands, Montserrat, Turks and Caicos Islands and may be updated from time to
                                                                                                                             st
    time. Although not yet certain, it is expected that reporting under the Savings Directive will become effective from 1 July 2005. As the Irish
    Government has decided to opt for an exchange of information procedure as permitted under the terms of the Savings Directive, once the
    Savings Directive become effective, the principal consequence will be that details of relevant savings income will be disclosed to the EU Member
    States in which Unitholders are resident.
    This section must be completed by each applicant. For joint applications a separate form should be completed by each applicant. Please use a
    photocopy of the form if necessary. Each individual or corporate or equivalent holder should complete the appropriate sections of the form.



A. INDIVIDUALS

Title (Mr/Mrs/Miss)

Forename(s)

Surname

Address *



Postcode *

Tax Identification
Number (TIN) issued by
an EU Member State or
dependent or associated
territory*

If applicable, please
specify the EU Member
State or dependent or
associated territory
issuing TIN


Please leave this blank if:

-        You do not have a tax identification number or
-        Your tax identification number is not shown on your passport, identity card or other proof of identity provided.


Issuing Country of Passport /
Official National Identity Card *

Date of Birth *

Place of Birth *

Country of Birth *


* The following original documents must be provided to your Independent Financial Advisor to verify this information:
         •      Proof of address (such as identity card, recent bank statement or utility bill).
         •      Proof of date and place of birth (such as a passport or identity card).
         •      Proof of tax identification number (only if a tax identification number has been provided above).

    Notes:

    1.       Applicants who present a passport or official national identity card issued by an EU Member State or dependent or associated territory and
             claim to be tax resident in a country other than that EU Member State must produce a certificate of tax residence issued by the country in
             which he/she claims to be tax resident. If they do not, they will be treated for purposes of the Savings Directive as being tax resident in the
             country which issued the passport or official national identity card presented by them.

    2.       Individuals acting as an intermediary for another person will be treated as the beneficial owner for the purposes of the Savings Directive
             unless they can provide appropriate evidence that they are acting as an intermediary for that person.
7. EU SAVINGS DIRECTIVE (CONTINUED)

B. CORPORATE OR EQUIVALENT ENTITIES
                                                                                                                     Tick to confirm        Tick to
1. Is the applicant:                                                                                                     status             confirm
(Please tick one of the following categories and provide the requested certification)                                                     certification
                                                                                                                                           provided
          (a)   A company (including a company acting as a corporate trustee), or other legal
                person
                 (Certificate of Incorporation or document from the appropriate authority
          (b)   An entity taxed under the general arrangements for business taxation i.e. its
                profits are subjected to corporation tax or tax in another territory which
                corresponds to corporation tax in Ireland
                (document from the appropriate Revenue authority certifying that the entity is
                 taxed as such); or
          (c)   A UCITS (or an equivalent collective investment undertaking in a relevant
                territory other than an EU Member State)
                 (certificate from the appropriate regulatory authority); or
          (d)   An entity that has elected to be treated as a UCITS for the purposes of the
                legislation
                (certificate from the appropriate tax authority); or
          (e)   A pension fund (if applicable, corporate trustees to a pension fund should tick
                box (a)
                (certificate from the appropriate regulatory authority); or
          (f)   A charity (if applicable, corporate trustees to a charity should tick box (a)
                (certificate from the appropriate regulatory authority); or
          (g)   A Finnish avoin yhtiö (Ay);
                (certificate from the appropriate authority); or
          (h)   A Finnish kommandiittiyhtiö (Ky) / öppet bolag;
                 (certificate from the appropriate authority); or
          (i)   A Finnish kommanditbolag;
                (certificate from the appropriate authority); or
          (j)   A Swedish handelsbolag (HB);
                (certificate from the appropriate authority); or
          (k)   A Swedish kommanditbolag (KB)
                (certificate from the appropriate authority); or
          (l)   A residual entity (none of the above entities)
                (Only residual entities established in an EU Member State or dependent or
                associated territory fall within the Savings Directive. If not established in an
                EU Member State or dependent or associated territory, please provide
                evidence of country of establishment)




If your application is not made through an Independent Financial Advisor, certified copies of the above documents should be provided together with
your completed application form. A lawyer or attorney must certify the copy documents by dating and signing the copies ‘original seen’. If the
identification documents provided include a photograph, you should certify on the back that it is a current and true likeness of the applicant. Contact
details of the certifier must also be provided. Please do not send original documents in the post.

For the Attention of Independent Financial Advisors Only

If this application is made through you as an Independent Financial Advisor, please provide copies of the above documents with the completed
application form. You should certify the copies by dating and signing them ‘original seen’. A lawyer or attorney must certify the copy documents by
dating and signing the copies ‘original seen’. If the identification documents provided include a photograph, you should certify on the back that it is
a current and true likeness of the applicant. Contact details of the certifier must also be provided. Please do not send original documents in the
post.
8. SIGNATURE
1)   I/We confirm that I am/we are 18 years of age or over.
2)   I/We confirm that I am not/none of us is a United States person (as defined in the Prospectus) and that I am not/none of us is acting on
     behalf of, or for the benefit of a United States person.
3)   The Managers are hereby authorised and instructed to accept and execute any instructions in respect of the Units to which this application
     relates given by me/us by telephone, facsimile or by untested telex, irrespective of the amount and, in the case of transfers, of the name of
     the beneficiary. I/We hereby agree to indemnify each of the Managers and the Administrator and agree to keep each of them indemnified
     against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon any instructions. The Managers and
     the Administrator may rely conclusively upon and shall incur no liability in respect of any action taken upon any instructions believed in good
     faith to be genuine and to be given by properly authorised persons.
4)   If instructions relate to non-certificated holdings of Units the Managers shall not be obliged to require any proof of identity apart from the
     personal account number. I/We declare that, subject to such number being so provided, the Managers shall in no case be held liable for the
     execution of any instructions given by any unauthorised person.
5)   I/We hereby undertake to observe and be bound by the provisions of the Trust Deed (as amended from time to time) constituting the Unit
     Trust and apply to be entered in the Register of Unitholders as the holder/holders of the Units issued in relation to this application.
6)   I/We hereby confirm that this application is based solely on the Prospectus for the Unit Trust current at the date of this application together
     (where applicable) with the most recent annual report and audited accounts of the Unit Trust and (if issued after such report and accounts)
     its most recent unaudited semi-annual report.
7)   I/We hereby agree to indemnify and hold harmless the Managers, the Administrator, the Trustee and the Unit Trust and their respective
     directors, officers and employees against any loss, liability, cost or expense (including without limitation legal fees, taxes and penalties)
     which may result directly or indirectly from any misrepresentation or breach of any warranty, condition, covenant or agreement set forth
     herein or in any document delivered by me/us to the Managers and shall notify the Managers immediately if any of the representations
     herein made are no longer accurate and complete in all respects.
8)   I/We agree to provide to the Managers or the Unit Trust with any additional documentation that it or they may require to verify my/our
     identity in accordance with current anti-money laundering legislation and/ or taxation of savings legislation. I/We acknowledge that any delay
     by me/us in providing such documentation may result in delayed processing of my/our application and/or delayed payment of any future
     redemption payments to me/us or processing of Unit transfer requests on my/our behalf. I/We hereby hold the Managers, the Administrator,
     the Trustee and the Unit Trust harmless and indemnify them against any loss arising as a result of a failure to process the application if such
     information has been required and has not been provided by me/us. I/We also warrant and declare that the monies being invested pursuant
     to this application do not represent directly or indirectly the proceeds of any criminal activity and the investment is not designed to conceal
     such proceeds so as to avoid prosecution for an offence or otherwise.
9)   (In respect of joint applicants only) we direct that on the death of one of us the Units for which we hereby apply to be held in the name of
     and to the order of the survivor or survivors of us or the executor or administrator of the last survivor.
10) By signing this application form, I/we hereby confirm that I/we have read the Data Protection Notice (see below) and agree (a) that my/our
    personal data may be processed in accordance with the policy therein set out; and (b) to supply personal data only in accordance with the
    Data Protection Acts.
11) This agreement shall be governed by and construed in accordance with the laws of Ireland.
12) Each of the parties hereto irrevocably agree to submit any actions, proceedings, claims, costs, demands and expenses arising out of, or in
    connection with, this Agreement to the exclusive jurisdiction of the courts of Ireland.
13) If you are an Irish Resident or Ordinarily Resident in Ireland, please delete the declaration in point 15 below.
14) If you are an Exempt Irish Investor please delete the declaration in point 15 below and contact the Manager for a declaration relevant to
    Exempt Irish Investors.
15) Declaration of Residence outside the Republic of Ireland:
Applicants resident outside the Republic of Ireland are required by the Irish Revenue Commissioners to make the following declaration
which is in a format authorised by them, in order to receive payment without deduction of tax. It is important to note that this
declaration, if it is then still correct, shall apply in respect of any subsequent acquisitions of units. Terms used in this declaration are
defined in the Prospectus.
Declaration on own behalf
I/we* declare that I am/we are* applying for the units on my own/our own behalf /on behalf of a company* and that I am/we are/the company is*
entitled to the units in respect of which this declaration is made and that
       • I am/we are/the company is* not currently resident or ordinarily resident in Ireland, and
       • should I/we/the company* become resident in Ireland I will/we will* so inform you, in writing, accordingly.
       *Delete as appropriate
Declaration as Intermediary
I declare that I am/we are* applying for units on behalf of other persons:
       • who will be beneficially entitled to the units; and
       • who to the best of my/our* knowledge and belief, are neither resident nor ordinarily resident in Ireland.
       I/we* also declare that:
       • Unless I/we* specifically notify you to the contrary at the time of application, all applications for units made by me/us* from the date of this
           application will be made on behalf of such persons; and
       • I/we* will inform you in writing, if I/we* become aware that any person, on whose behalf I/we* hold units, becomes resident in Ireland.
       *Delete as appropriate
Name and address of applicant: __________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________________________

Signature of applicant or authorised signatory: ___________________________________________________ (declarant)
Capacity of authorised signatory (if applicable): ____________________________________________            Date: ______________________________________
Joint applicants:   Names: _________________________________________________ Signatures:                  ____________________________________________

                               _________________________________________________                          ____________________________________________

                               _________________________________________________                          ____________________________________________
Money Laundering Notice
Under Irish legislation covering anti-money laundering and the taxation of savings, as amended from time to time, we are required to verify an applicant’s identity. We
reserve the right to request from applicants evidence of their identity, permanent residential address and any other information which may be required to comply with our
obligations under all relevant regulations. In certain circumstances we may seek independent verification of this information. If we do not receive satisfactory verification, we
reserve the right to delay or reject an application or cancel an investment if already made. Redemptions will not be settled on non-cleared/verified accounts.


Data Protection Notice
The Manager acts as data controller for the purposes of Data Protection Acts 1988 – 2003 and accordingly personal data may be processed, transferred, and/or disclosed
by the Funds, its agents, appointees (including the Administrator, Registrar, Transfer Agent and Custodian) and associates for the following purposes:
•     Subscribing, redeeming, or transferring Units and complying with your instructions in connection therewith;
•     Providing ancillary administrative and management services in connection with your investment;
•     Analysis of the Funds or Group companies services;
•     Compliance with Anti-Money Laundering and other foreign and domestic legal and regulatory obligations;
•     Monitoring and/or recording of telephone calls and emails in order to detect and prevent fraud and/or to confirm and aid the accurate implementation of your
      instructions;
•     I/We acknowledge my/our right to object to the processing of my/our data for direct marketing purposes by written request to the Managers fee of charge.
•     To send you information on other products and services which may be of interest to you. If you do not wish to receive information on other products or services,
      please tick this box.
Where necessary or consequent upon the way Baring Asset Management Group organises its business, data may be transferred outside the European
Economic Area, which may not have the same data protection laws as Ireland.


NOTES
Sections 1, 2, 4, 5, 6, 7 & 8 must be completed by all applicants. Section 4 must be completed by applicants seeking non-certificated Units and/or applicants
who wish to have income distributions paid directly into their Bank.
1)   Applications cannot be registered unless all the relevant sections have been fully completed.
2)   The subscription price for Units issued pursuant to this application (if accepted) will be that ruling, in accordance with the terms of the Trust Deed, on the applicable
     Dealing Day and will include a preliminary charge as authorised by the Trust Deed. Dealing Days are every day which is a business day and/or such other day or
     days as the Managers may, with the approval of the Trustee, determine. A business day is any day, other than Saturday or Sunday, on which banks in both Dublin
     and London are open for business.
3)   A Confirmation Note will be sent on acceptance of this application.
4)   A certificate in the case of Units issued in certificated form or a Registration advice in the case of Units issued in non-certificated form, will normally be sent within 21
     days of the Managers receiving the relevant registration details by post at the risk of the applicant(s) to the address of the applicant (if there is more than one
     applicant, to the address shown above of the first-named applicant), or to the mailing address as indicated above.
5)   All documentation, including client statements and cheques, dividend payments and dividend advices, issued in respect of this application will be sent to the address
     shown above of the first-named applicant unless otherwise instructed.
6)   Notes to the Declaration of Residence Outside the Republic of Ireland
       a. Non-resident declarations are subject to inspection by the Irish Revenue Commissioners and it is a criminal offence to make a false declaration.
       b. To be valid, the application form (incorporating the declaration required by the Irish Revenue Commissioners) must be signed by the applicant. Where there is
           more than one applicant, each person must sign. If the applicant is a company, it must be signed by the company secretary or another authorised officer.
       c. If the application form (incorporating the declaration required by the Irish Revenue Commissioners) is signed under power of attorney, a copy of the power of
           attorney must be furnished in support of the signature.
7)   If you have a complaint about your investment or the service you have received first contact your Financial Adviser. If you cannot resolve the matter in this way a
     complaint about any aspect of the service you have received should be addressed to:
     The Compliance Officer
     Baring International Fund Managers (Ireland) Limited
     IFSC House
     International Financial Services Centre
     Dublin 1
     Ireland
     We will deal with your complaint via our internal complaints handling procedures, which require that the complaint be fully investigated by a senior member of the
     management staff. A copy of these procedures is available on request.




                                                                                                                                AGENT DETAILS/STAMP
        155 Bishopsgate, London EC2M 3XY
Tel: +44 (0)20-7628 6000 Fax: +44 (0)20-7638 7928




                                                    England
                                                    April 2005

				
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